Confide in Me, Beautiful Soul
by Spice of Inu-Yasha
Summary: Yugi had one wish, and that was to have a single true friend. When gifted the Millennium Puzzle, she childishly dreamed it had the power to make her one wish come true. Little did she realize the stranger trapped inside may be the friend she was looking for. Unfortunately, nothing comes without a price. Fem!Yugi Gender Bender. Atem X Yugi. Slight retelling of the original /w Twists
1. Chapter 1

**Disclaimer:** I of course do not own the concept of Yu-Gi-Oh, or any characters. All rights belong to the creators. I merely borrow their ideas to fuel my own stories inspired by their brilliant world.

 **Summary** : Yugi had one wish, and that was to have a single true friend. When gifted the Millennium Puzzle, she childishly dreamed it had the power to make her one wish come true. Little did she realize the stranger trapped inside may be the friend she was looking for. Unfortunately, nothing comes without a price. Fem!Yugi Gender Bender. Atem X Yugi. A slight retelling of the original with some unexpected twists.

 **Confide in Me, Beautiful Soul**

 **Chapter One**

Consciousness.

He wasn't sure how long it had been since he felt a sense of self, a sense of existence. In the darkness his mind roused, broken fragments of information spilling in with a gentle sigh. Just who was he, and where was this place? All he knew for certain, is that he had been asleep for a very long time.

With growing concern he tried to twitch a finger, only to find that he didn't have one, or at least not one he could feel. In fact he had no feeling, no physical body to register the dread that started growing. His eyes opened, or at least what he hoped was his eyes, and all that greeted him was a darkness so severe he doubted if he was even capable of vision.

Panic growing he delved into his memories, hoping to find some clue as to just what was happening. Nothing. _Nothing._ That couldn't be right, there had to be something. Forcing himself to calm he focused on what he did know. He was a he. He was sixteen. He knew words and had a general understanding of what things were, and he…something about Egypt? A gasp escaped him, pain searing across his senses. A corporal hand flew to his head as he curled in on himself. It was strange to move, but not feel the sensation. He gradually came to understand that there was some existence to him that he could send signals to, but it wasn't physical.

He was…a ghost? A spirit?

' _Is this the belly of Ammit?_ ' The thought pulled at him, a tormenting spiral. Had he been a bad person? Was this his punishment, his heart devoured by Ammit causing his soul to be trapped in darkness? This suffocating isolation where the only feelings he experienced were the emotions coursing through him? No sense of self to focus on. No memories to comfort him. Not a soul to explain the confusion and shed even a sliver of hope? ' _This_ must _be Ammit._ ' He wasn't sure he could bare it, this nothingness around him. The silence.

' _ **From Egypt? How cool.**_ '

He blinked in surprise. That voice, it was not his own. It was softer, more delicate, and less mature. A child's voice? Where had it come from? Why was it here, in this terrible place with him? Surely a voice such as that could not host a heart who weighed heavier than the feather of Ma'at?

' _ **Hm…this is harder than I thought it would be. Maybe if I put this one there…?**_ '

A sudden sense of intrigue drifted to him, mixed with slight aggravation. He frowned, recognizing that these emotions did not originate from himself. He tried to grasp onto the feelings, tried to find a source. His corporal fingers flittered uselessly in the darkness. It was no good, he couldn't pull himself to them.

' _ **What a hard puzzle! Grandpa wasn't kidding. I hope I can solve it.**_ '

Anxiety. Uncertainty. They drifted to him, foreign yet familiar. Whoever this child was, he could sense their emotions almost as easily as he felt his own. ' _Puzzle?_ ' His mind zeroed in on the word, something registering in his memories like a soft echo. ' _Puzzle…That sounds…that sounds right. I remember a puzzle. Something about a Millennium item._ '

' _ **I wonder what it could be? It's so pretty, I bet it makes something beautiful.**_ ' The voice was wistful now, full of longing. ' _ **I hope I solve it soon. I really want to make my wish.**_ '

Those innocent feelings, the childlike wonder and hope, filled him and calmed the growing ache in his chest. He wasn't sure where he was or what was happening, but listening to that soft voice brought a sense of comfort. At least he wasn't alone, and he couldn't be in the belly of Ammit. Something about them felt reassuring, and it seemed the more they talked the more his shattered mind drew together. ' _Yes…I remember, just a bit. If that person solves the puzzle, I will be free from this place_.' He let out a breath, tension leaving. Patience then, he had to have patience. There was still hope for him, amidst this dark abyss.

' _ **It's weird…holding this puzzle. I already feel less alone.**_ _'_

' _I feel the same, little one._ ' He closed his eyes, contentment filling him as he continued to listen to the thoughts drifting through from the young mind who held the Millennium Puzzle.

/-/

Yugi huffed, feeling aggravated yet again. No matter how hard she tried, the darn pieces wouldn't fit together. She stared at them, the gold glinting back at her as a pale ray of light danced upon them from her bedroom window. She picked up a single piece, eyeing it with a pout as her cheek rested in her free hand.

Eight years.

She had been trying to solve this darn thing for eight years now. It didn't seem to matter what she did, how many times she went through it - she never came even close to fixing more than two pieces together at a time. Somehow they fit, she _knew_ that, but the how eluded her. Yet, she couldn't stop this nagging feeling, a curiosity bordering on obsession, to solve the ancient puzzle. She would never give up. The feeling had been growing in intensity as of late, the puzzle on her mind more often than not. Her life seemed to revolve around it, and not just on figuring out how to solve it.

With a small smile she set the piece down, turning her gaze instead to the road outside her window as thoughts swam through her. Maybe it was because of the way the puzzle made her feel that she found herself constantly itching to hold it? A strange sense of warmth and security spread every time the pieces fumbled through her fingers.

It was her greatest treasure, and she felt like such a child because of it. This puzzle had been her only confidant through the harsh years of her parent's tragic passing, and the bullying she faced even to this day from her peers. Somehow she just felt her secrets spilling out in the night to the ancient item, crying softly as she held them close to her chest. As if they were a living thing that could hug her…and yet, oddly, she always felt reassured after doing it. She knew it was childish to cherish a simple toy in such a fashion, because of course it was a toy, it was a puzzle made for curious minds that existed before her world was even dreamed about. The importance she placed upon it was probably unhealthy, but that was what desperate lonely minds did. She had no friends, so she found comfort where she could.

It was her greatest desire, to have friends who would be as loyal and caring to her as she would be to them. Maybe that was why she was so desperate to solve the puzzle, because according to her Grandpa whoever solved the mysterious item was granted a single wish.

"Yugi! You're going to be late!"

She jumped slightly, startled out of her thoughts by her Grandpa's admonishing tone. A quick glance to the clock had panic filling her as she hastily swept the puzzle pieces safely back inside their ancient box. Carefully, but still swiftly, she placed the box inside her backpack before zipping the bag up and dashing down the stairs. "Sorry Grandpa! No time for breakfast I'll see you after school!"

She was out the door with one shoe on, jumping as she tried to slip the second one on, before her Grandpa had a chance to even utter a goodbye. She suddenly stopped, eyes widening before she dashed back inside.

"Yugi, what on earth-" Her Grandpa began, before being silence by a kiss on the cheek and smothered in a hug. "Forgot, you're heading out in a few hours for your adventure. Have fun Grandpa, I'll miss you! Love you lots." She smiled warmly at him before dashing away again, the door slamming shut behind her.

The old man stared at the door in aggravation. He hadn't managed to finish a single sentence. That child!

/-/

Her hands fiddled with a single puzzle piece as she stared out the classroom window, chin resting in her propped up hand. She twirled the piece through her fingers, back and forth, planning out her new strategy of solving the puzzle when class was over. Her eyes glanced to the clock above the door, noting it wouldn't be long now.

Finally the bell rang, and students began leaving the classroom. She waited at her desk patiently, not willing to expose her secret treasure to any who lingered behind. It was lunchtime, so she had an entire hour to work on the puzzle. She couldn't explain it, but she felt like she was close to figuring it out.

Finally when the classroom was empty, she glanced around, just to make sure, before digging into her backpack eagerly. With a small smile she pulled the ancient box that stored her puzzle out onto her desk. She cracked it open –

"Whatcha got there?"

Dread shot through her as she looked up in surprise to the mischievous brown eyes of none other than Jonouchi Katsuya. He was behind her, leaning over her shoulder in an attempt to peer into the box she was just about to open, blonde hair tickling her cheek. Hastily she snapped the lid closed, moving to place it back into her backpack.

"Jeez man, don't just disappear like that I was talking to myself for like –" Honda Hiroto paused as he strode into the classroom, the angry scowl on his face disappearing in place of a curious grin. "Oh hey Yugi."

Jonouchi used Yugi's momentary distraction to swipe the box from her fingers. She yelped in surprise, reaching urgently for it as he raised it high above her head. With a wicked grin he danced away from her, laughing as he shook the mysterious box next to his ear, "What's in dis thing anyways?"

She stood from her seat, nervously chewing her lower lip. "It's nothing."

"Doesn't look like nothing." Honda walked up to Jonouchi, peering at the box curiously. "What are you doing with this old stupid thing anyway?" Brown eyes turned inquisitive as they shifted to her, a single eyebrow raised.

The two loomed before her, their taller statures easily dwarfing her own. She was considered small for her age, and the height difference made it easy to intimidate her.

"P-Please give it back."

Jonouchi's lip twitched, a slight scowl spreading before he covered it in a forced grin. "Why doncha make me den?" He stepped in front of Honda, leering down at her as he struck his chest with his thumb. "C'mon be a man an fight me for it!" His Brooklyn accent was thick as his frustration with her grew.

Jonouchi thought Yugi was a boy. This suited her fine, as she purposely dressed in boy attire for this exact effect. With her gravity defying tri-colored hair (courtesy of an extensive amount of wax, and inspired by her Grandpa's natural style) and small bust it was easy to convince her school it was a boy's body hiding in the baggy male school uniform. It hadn't been on purpose, her female uniform having been wrecked on the way to school on her first day and this being the only spare, but once she saw the effect she was loathed to let it go. With special permission from the principle she was able to keep the uniform and continue her mascaraed as a different gender, so long as she followed a few rules…such as not going into the male bathrooms and locker rooms. It made keeping her ruse rather difficult at times, but the social pressure was less and the safety she felt hard to let go of. No longer did she receive perverted leers from men on her way to school.

She jumped for the box, hoping the surprise would be enough to snatch it away. Jonouchi sneered as he hastily raised it higher, just out of reach. "If yeah want it yeah have ta fight me for it Yug."

She lowered her eyes, hands fisting at her side. "No."

"Wha?" Jonouchi shook the box, the contents rattling within as he stared at her incuriously. "Isn't this important to you?" He knew that it was. He often found Yugi alone in the classroom, sitting at his desk in silent concentration as he obsessively worked to put the blasted thing together. He had never seen Yugi more focused and present. The kid was often lost in thought, or meekly scurrying away to some unobtrusive corner where he wouldn't be noticed.

"Forget it Jonouchi, Yugi doesn't care about anything enough to fight for it." Honda grabbed the box, turning it this way and that before looking down at Yugi. "He isn't brave enough to care."

Frustration building she jumped for it again. "Just give it back!" Her fingers brushed the cool metal surface, the tips just barely reaching before Honda moved it away. "Hey Jonouchi, go long!" The brunette suddenly yelled, arching the box back like it was a football in his hand. Yugi stared in horror as Jonouchi laughed wickedly, running to the other end of the classroom near an open window. He waived his long arms, "I'm open I'm open!"

"No, don't -!"

Honda tossed the box, the puzzle making a momentary rattle as it flew through the air and landed in Jonouchi's hands, thankfully not a single piece falling loose. He grinned maliciously at Yugi, shaking the box mockingly. "Come get it then."

Yugi ran for him, trying to reach it as Jonouchi held her back with one hand against her head. She waved her arms frantically, trying to dislodge him, but the guy was just too strong. He held the box higher, before moving it over to the open window. She stilled, desperation filling her. "No…please no."

It was the wrong thing to say. Jonouchi's anger seemed to grow with every display of meekness she showed. "Stop being such a wuss. Do something then." He tipped the box, the lid popping open as he dangled it precariously over the edge.

She felt tears begin to surface, amethyst eyes boring into brown. "Please Jonouchi. Please give it back." Her tone was pleading, desperate even. She hated how weak she was.

Honda scoffed. "Just dump it. He's not going do anything but cry Jonouchi."

Jonouchi watched Yugi, eying her up silently before sighing in aggravation. He pulled the box back inside, and Yugi felt her shoulders sag in relief. He slowly moved the box back to her, and with a tentative smile she reached for it, hesitantly grabbing it before hugging it close to her chest. Finally, it was back in her hands.

"What are you doing man?" Honda snapped, disbelief evident.

Jonouchi gave a sudden evil grin. A flash of gold caught her attention, and she looked up to find him holding a single piece of the puzzle. Her eyes widened. "Don't worry, it's useless if he doesn't have all the pieces." And with a small grunt he tossed the piece out the window. Yugi scrambled over to the edge as a cry tore from her lips.

Down the piece fell, glittering in the sun before it was swallowed by the lake, fading from sight. She felt her knees go weak, barely registering as Jonouchi walked past her to join Honda, both laughing as they walked from the classroom. Just as they rounded the door Jonouchi paused to glance back at her, a slightly torn expression on his face before a firm resolve steeled his gaze and he looked away, following Honda down the hall.

She never saw it though. Instead her gaze stayed on the lake, watching the disturbed surface begin to calm. Now alone in the classroom, she slid to the floor, clutching the ancient box to her chest as tears silently streamed down her cheeks. It was strange, but she dimly registered that the warm feeling she once experienced from holding the puzzle was gone. Instead the box felt cold, an odd emptiness to it making her set it down. In anguish she buried her face in her hands, pulling her knees to her chest as she sobbed.

Now she would never finish the puzzle.

/-/

Jonouchi kicked the pebble in front of him, releasing some of his pent up frustration. The small rock soared, landing softly in the lake by their school. He walked towards it, the water now cast in an orange glow from the setting sun. School had ended hours ago, and before he knew it his casual stroll had brought him back here. Though, anywhere was better than being at home right now. Absently he rubbed his head, wincing a bit at the tender bump forming. Courtesy of his dad's beer bottle, no doubt.

"It's not here either…"

He frowned, recognizing the voice. ' _It can't be?_ ' He slowed his steps, now keeping them quiet as he rounded the corner of their building, eyes following along the lake's edge until the source of the voice came into sight. Sure enough, it was Yugi. He suddenly stiffened, and then ducked back behind the corner of the school again. Disbelieving eyes dared a second peek, unable to completely comprehend what they had just witnessed. ' _He's…a_ she _!?'_

Yugi stood near the edge of the lake, hair soaked and for once not sticking up in giant pointy spikes. Instead it lay slick against her back, covering the black shirt that now clung to her obviously feminine frame. The boy's uniform jacket had been removed and discarded with her shoes and backpack off to the side. She sighed, standing and rubbing her forehead with her arm in exhaustion. Water droplets twinkled on her delicate skin, sparkling like orange gems of fire in the dying evening light. It gave her a strangely earthily appearance, complementing the red and gold highlights in her hair.

She was…she was _cute_!

Jonouchi felt a blush creep along his cheeks as he tried hard to not focus on inappropriate things. Then the feeling of shame crept upon him, and he had to turn away. All this time he had tormented her for being a weak sissy boy, thinking to toughen her up against any real bullies who would try to actually harm her. While being a girl didn't change the need for Yugi to stand up for herself, it surely changed how he would have handled teaching her that lesson. All he could think about now was how he would feel if someone treated his younger sister like that, and his blood boiled. He glanced around the corner again, wondering what Yugi was doing.

Her hands were now in the water, moving around, searching. She walked slowly forward, eyes desperate. "It has to be here, this is where it landed I swear I saw it land here."

Guilt consumed him as realization hit. ' _Just how long has she been here, looking for that stupid puzzle piece?_ ' Well there was nothing he could do about it now. Just because Yugi was a girl, didn't mean the lesson he had been trying to teach earlier was invalid. Helping her now would defeat the purpose. If anything, maybe it was the push she needed. Next time Yugi had something precious to lose, maybe she would fight for it.

With a sneer he turned and walked away, trying to ignore the voice inside that begged him to go back.

/-/

She walked the school halls in a daze, eyes barely able to focus. She knew she was sick, but it didn't matter. Nothing mattered anymore. It had been her own fault anyway, staying out once school ended almost all night looking for the missing puzzle piece until logic forced her home. She had at least recognized the need for dry clothes, and hair. Beyond that though, her mind was focused on finding the puzzle piece. She didn't even want to go to class, but knew her Grandpa would be pissed if she skipped.

Her Grandpa wasn't home just now, having gone off with a close friend to collect some rare treasure. Yugi knew he only felt comfortable leaving like that because she was a good girl who didn't cause him any trouble. If she started missing classes, then her Grandpa would feel he had to stay and keep an eye on her instead of trusting her like he did now. She couldn't bear to lose that trust, and to take away that simple joy he only had when on a dig. Her Grandpa sacrificed enough as it was, raising her all on his own. No matter how desperate, she would not make things more difficult for him if she had the power.

"Yugi? You ok?"

Warning bells went off as she turned to stare at the one who addressed her, vaguely realizing that somehow she had stopped walking and the halls were now empty. Blinking slowly she looked up to the face of the infamous Ushio. "Yes, I'm fine." She smiled hesitantly, having not really dealt with the boy before. Sure she had heard the awful rumors about him, but people spread awful rumors that were untrue about her too.

The burly teen raised a thick eyebrow. "You don't look like it." He leaned in closer, studying her face with obvious doubt. More warning bells went off. She felt quite discomforted by his proximity. Even though his words were friendly, she got a strange feeling from him. Like…like she was _prey_.

Smile more forced she waved away his concern, taking a few cautious steps back. "No really, I'm fine." She turned, ready to hightail it out of there.

He grabbed her shoulder, and she froze.

"Yugi…"

Cautiously she tilted her head back, eying him over her shoulder. "Y-Yes?"

He smiled, but it wasn't a nice smile. "Was it those two knuckleheads again? Jonouchi and Honda?" The grip on her shoulder tightened. She supposed it was meant to feel reassuring, but instead it made her feel more trapped and isolated. "You know, if you need help I could protect you. Want me to step in?"

She swallowed nervously, trying to shake her shoulder free and feeling immense relief when he allowed her to slip away. She turned to face him, no longer feeling confident enough to have him at her back. "That isn't necessary. They haven't done anything. I'm fine." She continued her slow retreat, taking more and more steps away from him.

He tilted his head as he studied her. "I guess I'll just have to do my own investigation then." His smile widened, and she felt a chill travel down her spine. She didn't like the gleam in his eye. "N-No, p-please that…that is, I mean…They're my friends!"

She felt her own shock mirrored in his expression. ' _My friends? Where do I get off saying something crazy like that?_ '

"Your friends?" He crossed his arms, clearly dubious about her proclamation.

She halted her retreat, sensing an importance in making him believe her words. "Yes. _Friends._ " Her legs felt weak though, and she was so tired. The energy needed for this confrontation was weighing on her. She was sicker then she realized. The world tilted for a moment, but she bit her lip and it refocused.

"Ok Yugi." He suddenly turned, losing interest in her. "Whatever you say." He sent her a small wave as he walked off, never looking back at her.

She crumpled to the floor, a breath leaving her that she hadn't realized she'd been holding until now. Had she really managed to convince him? She eyed his retreating form, doubt creasing her brows as dread filled her soul. Somehow, she didn't feel like she had.

/-/

"I still can't find it!" She was starting to lose hope. The missing puzzle piece was somewhere in this lake, yet no matter how hard she searched she couldn't see it. Frantically her hands sifted through the sandy bottom, and she took another slow step forward. ' _I'm not stopping until I have it back in my hands._ ' She thought with resolve. Her vision blurred briefly, and she paused, standing, giving herself a moment to refocus. Stupid body, it was never good about handling strain.

Sounds of a scuffle suddenly broke her attention, and with a quick squeak she bolted from the water. Thankfully school had ended only a half hour ago, and so she hadn't been able to get deep enough in the lake to soak more than her legs. Hastily she threw on her jacket, feeling more secure now that she was once again covered. The sounds of fighting continued, painful grunts and angry shouts echoing on the school walls. In fact, the voices sounded kind of familiar…

Cautiously she crept along the building, peeking around the corner to where the shouts were originating from. Surprise caused a small gasp to escape her.

Ushio had his back to her, arms crossed as he stared down at none other than Jonouchi and Honda, who were looking worse for the wear. Bruising was already forming on their faces, and the two were slouched back to back as heavy pants escaped them.

"You'll leave Yugi Muto alone now, if you know what's good for you." Ushio stated, his tone leaving no room for argument.

Jonouchi spat out blood. "Screw you."

Ushio growled, and he took a menacing step forward.

Her feet were moving before she even registered what she was doing. Within moments she found herself standing in front of Jonouchi and Honda, arms spread as she attempted to block them from Ushio. "S-Stop!"

Surprise caused Ushio to pause, truly not expecting to find her before him. He then smiled, evidently gleeful at her presence. "Yugi my boy, good timing. I've concluded my investigation and already dealt out the punishment, as promised."

She looked at him, confused, arms lowering. "What?

He laughed, a deep hearted chortle. "Don't look so surprised! I told you I'd help you didn't I? You're welcome, by the way." He gestured to Jonouchi and Honda, a pleased look entering his eyes. "These punks won't be harassing you no more. In fact, why don't you take a crack at them? Get some revenge?"

Jonouchi growled, "Yugi yeah punk, you set him on us? What the hell!"

"Shut it Katsuya!"

She looked completely aghast. "I-I swear! I didn't do it!" Oh how she hated her nervous stutter sometimes. Jonouchi scoffed, refusing to meet her gaze.

Ushio walked up to her, and she shrunk away from him. "Now don't be shy. Go on boy, give them a kick or something. They deserve it."

She turned to Jonoushi and Honda, sorrow gripping her as she took in their battered appearance. Half of Jonouchi's face was already swollen, and Honda was passed out. Though the two often tormented her, she knew it was different from the typical maltreatment she received. She sensed in their own way, they were trying to help her. It was why she could never do anything about it, why she always let them tease and taunt her. In a way, she was glad for their attention, because it had been the closest thing she had to having real friends. They were rough around the edges, but the two boys cared. It pained her to look upon them now, to see them so destroyed, all because of her.

"I don't have all day Muto. Deal out some punishment, or move out of the way so I can finish the job."

Something snapped inside her, Ushio's tone breaking her last shred of patience. Maybe it was the fever that still clouded her thoughts, or maybe it was the pent up anger from losing her precious puzzle piece at the hands of someone she felt cared for her. Maybe it was just seeing Jonouchi's and Honda's bruised and bloody faces. Either way, Yugi felt all submissiveness leave her as she turned to glare at Ushio. "No."

The taller teen looked taken aback. "What?"

"Leave them alone Ushio! They don't deserve this!" Her voice was firm, the nervous quaver gone as she allowed righteous anger to consume her instead. She took a brave step forward, "I won't let you hurt my friends!"

Ushio's eyes widened. "You were serious?"

"What are you saying Yug? Shaddup already and get outta here." Jonouchi tried to stand, grunting as pain kept him in place. What was that little idiot trying to do? She was gonna get herself beat up if she kept talking to Ushio like that!

"I'm not leaving until he does." She narrowed her eyes.

Ushio was quiet, then he leaned back and laughed. "Ah Muto, that was amusing." He sighed, wiping away a tear. "You crack me up! Now _move_ , I won't be asking next time."

She didn't move.

The smile fell from his face. He took a step forward, his giant form blocking out the sun. He reached down and grabbed the collar of her shirt. "Now you listen here yeah little freak! I went out of my way to help you, and this is the thanks I get?"

She grabbed at his hand, trying to break his hold. "L-Let go of me!" Fear made her less confident, but she refused to allow this jerk to lay one more hand on Jonouchi or Honda.

Ushio sneered. "Make me."

She bit him. The action surprised both of them. Yugi wasn't prone to violence, but desperation seemed to make her do things she wouldn't normally consider.

"You little punk!" Ushio snarled as he reeled back, shaking his sore hand. "You – You fucking _bit_ me?!" With a yell he launched at her, grabbing onto her collar again and lifting her up off the ground. She yelped out in surprise and distantly heard Jonouchi call her name. Before she could even brace herself Ushio landed a punch to the side of her face. Her vision blackened, then suddenly came back. Her once frantic attempts at escape weakened as she feebly scratched at his hand, the pain making her dizzy.

He suddenly dropped her, and she lost all breath as his knee slammed into her stomach. She couldn't even groan, gasping desperately instead, trying to will oxygen back into her lungs. She wasn't given much chance before he kicked her side. She found herself blacking out again, body quaking as spasms of pain rocked her.

"-et for taking _their_ side."

Ushio was lecturing her, she was sure of it. She couldn't catch all the words through the ringing in her ears though. She glanced over to Jonouchi, who had somehow managed to move onto his stomach, trying to crawl towards them. She felt herself being lifted up again.

"Well?" Ushio demanded, spit flying onto her face. She closed one eye, trying to keep it from getting splattered. It took her a moment to realize he must have asked her something, but she had no idea what. Staring back at Jonouchi inspiration struck her. A weak, defiant smile crept upon the corners of her lips.

"Screw you." She gasped out, enjoying briefly the rage that filled Ushio's entire face. She must be delusional from the fever, to not feel fear spike instead at the anger that was directly solely at her. Anger she purposely coaxed. The man had proven violent, but sure, let's get him even madder.

Maybe it was just because she was beyond caring about her wellbeing anymore. If anything, she almost welcomed the pain. Maybe it would finally match the ache that swelled within her soul. While Jonouchi and Honda weren't her real friends, she just didn't have it in her not to care about them. No one deserved the beating they were given, and especially not because of her. She felt almost justified in receiving the punch that was aimed at her face. She deserved it for being so weak, for putting Jonouchi and Honda in this position. At least Ushio was focused on her instead.

She wasn't sure how long she was out that time, but when awareness came back to her, it was to Ushio giving her one last kick to the side. "I said wake up Muto!"

A painful gasp escaped her, and he scoffed. "Finally." He crouched down, pulling up her hair so her ear was level with his mouth. "I don't give a damn about your change of heart Muto. I did you a favor, and you're going to pay."

She grit her teeth, too weak to do much more. ' _Haven't I been paying already?_ '

"I want 200,000 yen, _tomorrow_ or else." He dropped her, dusting his hands off as if he had touched something dirty. "This was just a taste of the hell I can bring down upon you. I suggest you pay up. We wouldn't want dear old Grandpa's shop to suffer, now would we?"

Anger gripped her, and she tried to push herself up, but Ushio slammed his foot down on her back. Her face smashed painfully into the dirt. "It would be so sad, to see that place, his pride and joy, up in flames."

Fear, real fear, finally gripped her. Ushio saw, a content smile stretching his lips. It was common knowledge that Yugi's Grandpa owned a game shop. The shop itself was quite popular, holding a mix of the trendiest games while containing an assortment of interesting rare games collected over the years. "That's more like it Muto." He cooed, and she felt sickened by his voice.

"Tomorrow, or else."

Ushio walked away.

She stared after him, gritting her teeth. His words rang mockingly inside her head. ' _It would be so sad, to see that place, his pride and joy, up in flames…_ ' Terror threatened to suffocate her. She couldn't let anything happen to Grandpa's shop.

"Yugi, yeah blasted idiot!" Jonouchi had finally reached her. "Are you ok? Why didn't you just run away?"

Painfully she turned her head to face him, a weak smile lifting her lips. "You guys are my friends, I couldn't just leave you."

Jonouchi stared at her in amazement, some unreadable expression crossing his face. "Yug…" He didn't know what to say. After the way he had treated her, he never expected their relationship to be described like that by her. He didn't feel worthy of it, that kindness that he always mistook for weakness.

"Jonouchi, you ok bud?" Hondoa sat up with a grunt, rubbing his throbbing backside. He glanced over and noticed Yugi for the first time. "Yugi? What happened?"

Jonouchi stood, extending his hand down towards her. Her one good eye blinked, the other having swollen shut completely now due to the abuse it took. With a grateful grin she grabbed his hand, and he hoisted her up onto shaky legs. "Thanks Jonouchi I-" And that was when it happened, her body decided she had put it through too much. Her vision swayed and she felt herself fall onto her knees. She heard Jonouchi's sudden concerned shout before her eyes rolled back and the embrace of nothingness took her.

/-/

 _Ushio smiled wickedly. Before him was Kame Shop, completely covered in flames. Yugi stood back, frozen in shock as she watched her Grandpa's greatest treasure get burned to the ground. Ushio looked behind him, finally noticing her. He laughed and laughed as tears streamed down her face. "This is what happens when you mess with me Muto!"_

Yugi bolted upright, the covers around her body flying to her waist as the sound of something hard hit the floor with a clang. ' _A dream?_ ' It took her a moment to register where she was. She felt something cool on her hand and looked down, discovering a folded wet cloth. She felt her forehead, noting for the first time her bangs were wet and sticking to it. Someone must have placed that cloth on her head. She was in he room, still wearing her school uniform, but her shoes were off and put neatly by her door. She frowned, not remembering how she got here.

The door opened, and Jonouchi stepped inside. He stared at her in surprise, "Yugi? You're up!"

She nodded, "Yes, but how did I get here?" Then she stared at him suspiciously, "Wait, how did _you_ get here?!"

He waved both hands in front of him in a placating fashion. "Chill bud, I carried yeah here after you passed out. Scared me half ta death there I though maybe Ushio had done some real damage."

As if to remind her a sudden lance of pain in her rib caused her to wince. "I'm still not so sure he hasn't" She muttered, rubbing her sore side. "You carried me? But how did you get inside?"

The blonde smirked and gave her a playful wink as he twirled a key around his index finger. "Fond yer spare key there Yug. Really, under the rug? You need to find a better spot."

She felt her cheeks heat in embarrassment. It had been her Grandpa who assured her that the spot was so obvious 'no one could possibly think to look there!'. Clearly, he had been mistaken.

Jonouchi walked over to her, bending down to pick something off the floor. She stared at him confusion until his hand opened up to reveal the missing piece he had tossed into the school lake. It was then that she noted his slightly damp hair, and clothes. Her eyes widened in surprise.

"Musta fallen off yeah when you woke up. I figured you'd want it near, you always seem to be holding a piece of dis when you're upset." He stated indifferently, as if the piece had never been missing. As if he hadn't been the one to toss it away. As if he hadn't been the one to jump into the lake, beat up as he was, to find it again. As if he hadn't noticed something about her that many failed to see.

Slowly she reached for it. "Well you gonna gawk at it all night or you gonna take it already?" She glanced up at him, noticing that his eyes were glued to her wall off to the side, a faint dusting of pink tinging his cheeks. She smiled shyly, uncertain as to this new behavior from him. Kindness was not something she was accustomed to receiving. "Thank you Jonouchi." She whispered, now clutching the puzzle piece to her chest. She could finally complete it!

He scratched his head awkwardly. "Nah, whatever. I'm sorry I tossed it into da lake in da first place." His gaze grew serious, and he sat on her bed, hands rubbing his face. "I'm sorry for a lot of things Yug."

This was not something she expected, least of all from Jonouchi. Staring at him, she pinched her cheek, hissing a bit as the skin stung her. Nope, not a dream.

Jonouchi looked at her incredulously. "Didja just pinch yerself?" He abruptly stood, "Gah this is just great! Tryna be serious here Yug and you can't even have the decency to think it's real!"

She laughed nervously, trying to calm him down. "Sorry! Sorry! It's just…such a change I guess. I wasn't expecting it."

He sulked, before sighing and sitting back down. "I know, I've been a real jerk lately."

She patted him on the shoulder. "It's ok Jonouchi, you don't have to apologize." Here she hesitated, unsure of how honest she should be. "I…I know it was because you were trying to toughen me up, right?"

He turned surprise eyes on her.

She gave him a slight smirk. "I've been bulled a lot, I can kind of spot the difference." Her smirk then softened into a genuine smile of gratitude. "Thanks. Not just for that, but I mean, for everything." Here she gestured to the cloth and her bed, a slightly embarrassed blush making its way across her cheeks.

He stared back at his hands, emotions she couldn't quite grasp dancing across his features. He suddenly stood, dusting his pants. "Ok then. I guess I should let you get some rest. You had quite the fever, but after I managed to get that medicine down your throat it seems better."

She tilted her head, trying to remember taking anything. She drew a blank. Just how long had she been out?

Jonouchi headed over to the door, walking through it before pausing in the fame. "You…you should stay home tomorrow. Relax yeah know? Don't worry about nothin, alright Yug?"

It was then that she remembered, that horrible dream, the terrible threat that still existed with Uchio. ' _200,000 yen!_ ' Her eyes grew wide, frantic as she felt herself start to shake. She gripped her bedsheets, hoping Jonouchi didn't notice. The puzzle piece slid against her hand and found herself holding onto it instead. "You know I can't do that."

Jonouchi grit his teeth. "Yeah, whatever." And then he was gone, leaving Yugi alone with her panic. She waited a moment, listening for the door downstairs. She heard it slam shut with a wince. Apparently, he wasn't happy with her declaration. She wasn't either, if she was being honest with herself. Ushio terrified her, and she had no money to give him. His threat caused her to clutch her chest, trying hard just to breathe through the panic. What was she going to do?

Hastily she stood, gasping as pain coursed through her and the world tilted sideways. Damn was she in rough shape. Clutching the bedpost, one hand still holding her newly reclaimed puzzle piece, she tried to think of a plan. ' _But first, I should put this away._ ' She thought, suddenly glancing at the puzzle in her hand. With tender steps she walked over to her bag, opening it up to pull out the ancient box that house the remainder of her puzzle. She stopped and surprise colored her features. Inside the bag was an envelope she hadn't noticed before. Frowning, she pulled that out first, twirling the puzzle piece over top her fingers as she studied it.

"Where did this come from?" Sitting back on her bed she set the puzzle piece down and began opening the brown envelope. Inside was 200,000 yen. Her eyes widened, disbelief evident as she counted the money over and over. Was this real life? Exhaustion suddenly coursed through her as relief cause her to fall back onto her bed with a sigh. Ushio wouldn't hurt her if she gave him this money. Her Grandpa's shop was safe.

Finally, everything was right with the world.

She turned onto her side, hugging the money close as she closed her eyes. Safe. Finally safe. It was then that she realized, with a small start, that the puzzle piece she had been previously holding was back to feeling like normal. That strange cold empty feeling had vanished. Her eyes shot open, and she found it lying right in front of her. Slowly, she reached for it, almost afraid that if she touched it she'd be wrong. Her fingers gently traced the cool metal surface, and a warm tingle travelled through them, coaxing her up as she now grasped it fully in her hand.

That nagging feeling was back. Despite how late it was, how tired she was, she itched to try her hand at completing it again. With a small wince she stood again and went over to her backpack. She grabbed the ancient box, walking over to her desk where she set it down and opened it. Time to see if she could finish this damn thing once and for all.

/-/

He was livid. He could sense her exhaustion, her fatigue, her fear, and there was _nothing_ he could do to fix it.

Not yet, anyway.

Through the years he had grown quite protective of the girl, Yugi as he had come to know her as, and it burned him to know that harm had befallen her. Once again. As always. Somehow, she always found trouble. ' _But I'm stuck in this place_.' He groused, gritting his teeth. How the world could hurt such a sweet soul was beyond him. He still wasn't entirely sure what had happened. Yugi hadn't had time to confide in him yet. All he got were snippets of her thoughts, but the wave of her emotions was staggering.

She had been through a lot, rather recently.

And where had he been? He wasn't too sure, but somehow, he had drifted out of awareness again. For how long, he was still working on piecing together. A day at least, that much he knew from the random thought that crossed Yugi's mind when she held the puzzle piece this…Jonouchi had given her. Why he had it to begin with eluded him, but he remembered hearing her think that name before. He was fairly certain Jonouchi had been one of her bullies, but after hearing her new thoughts on the matter he decided perhaps the guy wasn't too terrible. Yugi seemed to think so anyway, and since he had no real connection to the outside world other than the limited thoughts that came from her, he had to trust her judgement.

There was the problem though. It was becoming increasingly obvious to him that she had terrible judgement. She constantly tried to find the good in people and while he admired that trait in her, he found it often caused her the most heartache.

Maybe he really _was_ in the belly of Ammit? Only being granted this one-sided ability to hear and feel Yugi but being unable to do anything for her. It truly was a terrible state to exist in sometimes, especially now, when he knew she needed him.

He still wasn't even entirely sure why he was here, existing in this all-consuming darkness anyway. All he knew for certain was that somehow, it was because of Yugi. He thought perhaps it was his destiny to maybe help her, but after years of living with her thoughts he wasn't sure with what. Sure, she was picked on, and had gone through some terrible things in her past (some of which he would get his revenge for, it was unforgiveable), but he felt these were just experiences of life. Nothing to warrant the strangeness of his existence and connection to her. Despite how he felt about her, he just knew there had to be something more to it than that.

Once again, he felt the frustration of lost memories. He had managed to gain a few things over the years, things triggered largely in part by Yugi, but still not enough to make sense of the situation. The only thing he felt rather confident about was that Yugi was close to solving the puzzle. He couldn't explain why he knew that, just that he did. Especially with the chaotic emotions swirling around her, he felt it was finally about time that Yugi completed it.

' _ **I can't believe it. Just one more piece left and the puzzle is finished!**_ '

He felt her sudden excitement spike, drowning away all her previous worries. He couldn't help but smirk. Yes, now was the perfect time.

' _ **I wish, for a friend who will never leave me, for a friend who will be as loyal to me as I am to them**_.'

A light suddenly burst through the darkness, and he shielded his eyes against it. A strange wave of power swelled within him, and for the first time ever he found that he could walk, move forward, with legs that felt almost real. There was a door before him, the light pouring out from all four corners. With resolve he gripped the handle and opened it.

' _Yes, I will grant that wish._ '

/-/-/-/-/-/

So that was the first chapter, and my first stab at a Yu-Gi-Oh Fanfic. Always happy to hear your thoughts, whether they be praise or critique. I know this type of story has been done before, but I really wanted to try drafting one with my own spin on it. For now a lot is pretty close to the manga, but from here on out things are going to deviate slightly.

Looking forward to hearing from you :)


	2. Chapter 2

**Disclaimer:** I of course do not own the concept of Yu-Gi-Oh, or any characters. All rights belong to the creators. I merely borrow their ideas to fuel my own stories inspired by their brilliant world.

 **Summary** : Yugi had one wish, and that was to have a single true friend. When gifted the Millennium Puzzle, she childishly dreamed it had the power to make her one wish come true. Little did she realize the stranger trapped inside may be the friend she was looking for. Unfortunately, nothing comes without a price. Fem!Yugi Gender Bender. Atem X Yugi. A slight retelling of the original with some unexpected twists.

 **Confide in Me, Beautiful Soul**

 **Chapter Two**

His skin prickled, tingling from the remaining adrenaline of her panic that was gradually subsiding, now that he was in control. He flexed his hands, marveling at the sensation of a physical body. He hadn't realized how badly he missed just…feeling. Warm, cold, pressure in general. Air in his lungs, the tickle of hair, the soft caress of fabric. Life. He gazed down at himself, pleased to see he had enough power to summon his true appearance into Yugi's body. It would be a bit awkward for him otherwise, things were definitely more comfortable this way. His gaze drifted over to the full-length mirror on her wall, and he watched himself move in brief fascination, amethyst eyes twinkling as joy soared through him.

He was finally free!

Well, sort of. This was still technically Yugi's body, and he was firm in reminding himself his takeover was temporary. If anything, her purple eyes staring back at him in the mirror served as a clear indicator that he was not actually himself, and would not ever be himself, again. He was an invader, forcefully taking control of her very existence.

He felt a stab of guilt, but quickly squashed it down.

He had put her to sleep, and she hadn't been too eager about it. He couldn't risk her knowing about him yet though, not until he understood more. He knew enough that his spirit was bound to the ancient puzzle, and without it in her possession he would be trapped inside, alone with the darkness. Maybe not even existing at all, should she choose to dismantle it entirely and toss it away. He couldn't allow that, Yugi needed him, and if he was being honest with himself, he needed her too. The idea of being alone in that cold awful place again didn't exactly leave him with warm fuzzy feelings. Neither did falling into that terrible state of nonexistence.

He closed his eyes, stepping into his soul room that now shared a hallway with hers. Her door was wide open, of course, as she had no idea how to close it after all. It suited him fine because it gave him free rein to all her thoughts and memories, though it meant she was easy prey to any other invader. He would just have to protect her if someone came knocking. He hadn't realized just how limited his connection to her was until he had finally stepped through his own door into her world. And what a world it was! Though he had no clear memories of his own origins, he knew that this new modern age was far beyond anything he expected. If he hadn't had access to her thoughts, navigating it would prove problematic. Thankfully, assimilating wasn't going to be too difficult for him now.

Carefully he stepped inside her soul room, keeping quiet as he peered around. The room reflected Yugi perfectly, echoing now what he knew to be an almost exact replica of her childhood bedroom. It was bright, with warm inviting blues. A few toys lay scattered about, hinting at the childlike innocence he knew she carried. There was a window, and it too was open, allowing a warm pleasant breeze to pass in, clearing away any stifling air. Calm. He felt the peacefulness of this place ease the tension away from his shoulders, the welcoming kindness reflected like a balm to his frazzled nerves. He found her laying in a bed, sleeping soundly, features undisturbed. His lips quirked. It seemed his presence here didn't bother her at all.

It had actually shocked him a bit, to see her for the first time. He had always had this image in his head of what he thought she looked like, and it certainly hadn't been the female chibi version of him, though that didn't make her any less cute. He knew she was small, her having groused about it countless times to his puzzle, but he hadn't realized just _how_ small she was. How delicate and fragile. It was amazing that she could accomplish anything with those short legs.

He let out a sigh as he walked over to her bed, kneeling down to rest his arms along the edge of her mattress. Ruby eyes studied her (for here in their soul room he existed as his real self), taking in the swollen and bruised eye, cut lip, too pale skin, and dark circles. What an aggravating girl! Though he was touched that she had tried so hard to find the missing puzzle piece, he felt equally annoyed. She didn't have to be so obsessive about it, and now she was sick. Then of course she had ran into _that_ guy. His eyes narrowed, and in the real world he opened them as he left the mental space they shared.

Speaking of which, he had a job to do.

/-/

Yugi awoke with a start, bolting upright in bed. She hissed as a sudden throb caused a hand to fly to her head. Man, what an awful headache! She winced, cracking an eye open. She was in bed, still wearing her school uniform, hair still styled like a boy. A frown tugged on her brows, something nagging in her memory. The hand on her head moved down to her eye, feeling the smooth surface of skin. Hastily she got out of bed, noting nothing more than a general stiffness as she rushed over to her full length mirror.

A small gasp escaped her, and her fingers traced along her cheek in disbelief. Aside from a slight discoloration, her previously swollen and tender skin had all but healed overnight. She lifted her shirt, noting the same could be said for all her bruises. In fact, except for the pounding headache, she felt rather well. Even her previous illness seemed to be gone. Maybe Ushio had held back more than she thought? Maybe most of her aches had been caused by stress and lack of sleep? That had to be it. A good rest was all she had needed. ' _But…wait. I don't remember falling asleep?_ '

Her gaze moved to her desk, but the completed puzzle wasn't there. Panic seized her for a moment, eyes scouring her room before she found it sprawled in the covers of her bed. An upside down pyramid, with the eye of Horus at its centre. She remembered working on it, the pieces finally falling into place for the first time in years. Her excitement at realizing she had almost completed it. Hesitating just before she placed the final piece in, making her wish. Then…

Pain seared across her mind, and a small grunt escaped her. ' _Ouch!_ ' She rubbed at her head ruefully. What had she been thinking about again? Her eyes caught the alarm clock on her bedside table. "Kya! I'm going to be late!" She rushed over to her backpack, zipping it up before slinging it onto her shoulder. She began to run out the door before something stopped her, a flash from the corner of her eye. Pausing, one hand on the doorframe, she turned back to her bed where the puzzle lay. "I…I should bring it." She decided, not entirely feeling like herself. ' _I always bring it, of course. Why wouldn't I? Just because it's completed, doesn't mean it isn't nice to hold._ ' She walked over to it, hand slowly reaching for it, but for some reason she hesitated. She couldn't explain the strange conflicting emotions that swirled within her as she stared cautiously down at her most treasured item.

The puzzle suddenly glowed, and her eyes widened in surprise. She blinked, rubbing them, before staring at the item again. It looked like it always had, the light from her window illuminating half of its surface. ' _Maybe that was from the sun?_ ' She shook her head, trying to clear her strangely muddled thoughts. Feeling silly she grabbed the puzzle, her earlier hesitation forgotten completely as she turned to leave for school.

/-/

She felt trepidation creep into her as she walked through the school gates. She was sure Ushio would be waiting, probably near some tree close to the entrance, to collect his money. Though she had the money (thankfully, as she had completely forgotten about making sure it was in her backpack before she left – in fact she didn't even remember putting it back in there) she still felt anxious that somehow, paying wouldn't be the end of it. Ushio's angry sneer flashed in her mind, and she gripped the straps of her backpack tighter.

"Hey, Yugi! Over here!"

Jonouchi's voice nearly caused her to trip over her own feet in fright. Placing a calming hand over her racing heart, she turned to greet the still battered looking teen. Despite the extensive bruising on his face, he was grinning. Concern flashed through her eyes as she took in his injuries. Clearly, Ushio hadn't held back when it came to him, and she wondered if Honda was in a similar state. "Jonouchi, hi!" She sent him a small smile in greeting as he stopped before her.

"Did you hear already?" He asked, excited.

She frowned. "Hear what?"

"Ushio! He's gone off da deep end!" Then he studied her, as if just noticing something. "You're looking better. Much better, actually?"

He said it like a question. She shrugged, "Yeah, feel better too. Guess I just needed to sleep it off."

He was about to say more when a few students suddenly rushed past her, bumping into her shoulder in their haste. Nervous whispers were shared between them as they hurried off. Some were pointing, tugging on their friends as they tried to usher them to the source of their curiosity. Jonouchi was now doing the same to her, an eager gleam entering his eyes as he remembered what he had originally come to talk to her about. "C'mon bud, come see." She allowed herself to be led along, but for some reason dread bubbled in her stomach. She felt reluctant to follow but couldn't explain why.

They rounded a corner, and Ushio came into focus, causing her to freeze.

He was beaten up, that much was obvious, but it wasn't what was so disturbing. His face was contorted, fear evident in his vacant eyes as they darted around, not able to see the actual world. His cracked lips were moving, mumbling incoherent words while a few tangible statements managed to slip out. "Melting…Melting!" He shrieked, rubbing at his arms. "All the money and it burns!"

A chill creeped up her spine, and yet she couldn't look away.

Ushio suddenly let out a loud laugh. "I am rich but I can't touch it!" Somehow, that concept seemed hilarious to him. Whatever world he was lost to clearly defied logical understanding. At least to anyone but him. It was almost like he was trapped inside his greatest hell.

Jonouchi patted her shoulder. "See, now yeah got nothin' ta worry 'bout der Yug." He didn't seem disturbed by Ushio's state at all. "Not sure what finally broke 'em, but eh we all knew it was comin."

She looked up at him in surprise. "Really?"

Jonouchi shrugged. "Guy was a terror to everyone. Anyone dat angry must have problems, right?"

It didn't seem to fit, but Jonouchi felt that was all the explanation needed. She gazed back at Ushio, watching as teachers started blocking off the area while health officials cautiously approached him. She didn't know why, but she felt extremely guilty. Something was bugging her about this whole thing, a niggling in her mind like a memory that wanted to surface but refused to budge loose. A sudden sharp pain reminded her that her headache was still very much present, and she rubbed her head in aggravation. The guilt vanished, as did her trail of thought as she winced. ' _Ow…_ '

"Well, I guess we should go ta class before the bell rings." Jonouchi sighed, turning to leave. He glanced back at her, noticing her hand upon her head. Concern crossed his features. "You ok there Yug?"

She nodded, following, thoughts of Ushio and his unfortunate state of mind gone. "Yeah, fine."

/-/

The remainder of the day passed by without much excitement. Honda was also amazed at her strange recovery, which started to make her feel uncomfortable. If both Jonouchi and Honda had noticed, then maybe it was a little weird how much she had healed up? She tried to think back on her injuries, but for some reason the details were blurry, and then she suddenly found she didn't care as much as she previously thought anyway. She felt fine, so obviously she was and that was that.

Instead she decided to ponder about the money in her backpack, wondering yet again just where the strange envelope had come from. She had mentioned it casually to Jonouchi and Honda, and both were impressed that she had managed to scrounge it up so quickly. She was disappointed, having thought that maybe they would be able to shed some light on it since Jonouchi had carried her home (which still made her embarrassed to think about). She was almost positive it hadn't been in her bag before she ran to their defense, but maybe she was wrong. She had been quite focused on other things lately, like finding her previously missing puzzle piece at the bottom of a lake. Maybe it really had been in her bag the entire time? Maybe it was her Grandpa who had put it there before he left?

Now that she thought about it that seemed the most logical conclusion. It was mere fluke that the amount happened to be the exact amount she needed. Her Grandpa often left her with emergency cash when he left for his trips. He could have placed it on her nightstand, and when Jonouchi threw her bag down in his haste to tend to her, maybe it had fallen in and that's when she found it?

In the end it didn't matter, she would confirm with her Grandpa when he got home in three days.

She yawned, stretching an arm above her head while her other hand covered her mouth as she rounded a corner into an alleyway, the usual route she took walking home. Despite her body being mostly healed, she still felt her energy was lagging, drastically so. Doubtless she needed to just catch up on sleep, having missed quite a bit of it lately. She had been scolded by a few teachers today for falling asleep by accident in class. It wasn't her usual practice, but she couldn't help it. She felt so drained, and oddly hungry too. She even ended up buying extra food after eating the lunch she brought, which Jonouchi teased her relentlessly over. Something about being too tiny to have such a big appetite.

She paused a moment in her footing, smiling at the memory. It was the first time she had company for lunch, as both Jonouchi and Honda had decided to sit with her. ' _Maybe…maybe my wish really is coming true?_ '

A sudden shadow caused her to look up, and she backed away with a startled yelp at the figure who was now looming before her. She didn't get far however, as she collided into another person who she hadn't realized was behind her. Strong arms gripped her shoulders, and she froze, terrified as she glanced up to the stranger who now held her captive. She couldn't make out their face, they were wearing a strange purple-black cloak with a hood that obscured them from view. In fact, both her assailants were, and she tried hard not to hyperventilate as her new situation finally set in.

"Where is it?" The one in front of her hissed, his voice making it obvious he was male. She didn't have a chance to answer (not that she had any idea what he was talking about) before she found herself being lifted up by the straps of her backpack. The person behind her shook the bag, causing her to fall free from the straps and land on the sidewalk below. She quickly stood, grabbing at it. "Hey give that back!"

The one not holding her bag grabbed her arm, trying to pull her away. She struggled, grip tightening, when the pressure suddenly released as a familiar voice yelled in rage. "Let go of 'er yeah creeps!"

Jonouchi now stood where the man who had grabbed her was previously, an angry scowl on his face. She didn't have time to marvel in the relief she felt at his presence, for the stranger still holding her bag suddenly kicked her and she lost her grip as she fell backwards into Jonouchi. The two tumbled to the ground in a heap, and the stranger took off. Desperation filled her as she scrambled, tangled in Jonouchi, trying to get back up and give chase.

He was going to escape! Her most precious treasure was in that bag!

The thief suddenly fell to the ground, having tripped on a leg that shot out from behind some bushes near the entrance to the alley. Honda then appeared, and he quickly snatched the bag back from the hooded stranger's hands. "I believe this belongs to my friend."

The stranger got up, glancing at Honda, then at the bag he held. His companion also stood, not too far away. Jonouchi and Yugi were now up as well, and everyone remained still as they all assessed each other, stances tense.

Then the hooded figures ran away. It was so sudden, none of them had a chance to react before they were out of sight.

Honda walked over to her, dropping the bag into her hands. "You ok?"

She slung her backpack onto her shoulders, nodding mutely. She didn't trust herself to speak just yet, the fear from earlier causing her body to quake as adrenaline coursed through her. She had faced many intimidating encounters before, but nothing quite like that. It shook her to her core.

"Just who were dose guys anyway Yug?" Jonouchi huffed, Brooklyn accent in full force as he dusted off his shoulder. "What were dey after?"

She shrugged, equally confused. "I-I don't know." Her hands clutched the straps of her bag, seeking comfort that it was still there. "They just appeared out of nowhere, and asked me where 'it' was, though I don't know what 'it' even is!"

Honda and Jonouchi shared concerned glances, both able to tell just how terrified Yugi was about the whole ordeal. They couldn't blame Yugi, having two oddly dressed guys corner you alone would have any sane person rattled. If they hadn't arrived when they did…

"What are you both doing here, anyway?"

The boys looked a bit awkward. "We were worried 'bout yea, I guess. You were fallin asleep in class so often, I just wanted ta make sure you managed ta get home." Jonouchi supplied, and Honda nodded in agreement.

"T-Thank you." She didn't know what else to say to that. The kind act was so unexpected, and fortunate too. If they hadn't gone out of their way, she didn't want to know what would have happened. Something else needed to be addressed though, and she nibbled on her lower lip as nervousness coursed through her.

"How long have you known?" She suddenly asked, her question pointed at Jonouchi but her eyes refused to look at him.

He blinked, completely at a loss as to what she meant. "Huh?"

She rubbed the arm that the assailant had grabbed earlier, suddenly self-conscious. "Let go of _her_. You said that, when you saved me."

"Well ah, er I-eh? Did I?" Jonouchi fumbled his words, scratching his chin awkwardly as Honda looked at Yugi in shock. "You're a _girl_?" Then he turned to Jonouchi, "Wait, you knew about this and didn't tell me?!"

"I just recently found out alright!" Jonouchi shouted defensively, crossing his arms.

Honda's eye twitched. "But _how_?"

Yugi finally looked at him, also curious to the answer, though her gaze was hesitant as she eyed both boys warily. She wondered how many other people knew, and she worried if Jonouchi and Honda would tell anyone else, or if they thought she was weird now and would stop being her friend.

A slight blush heated Jonouchi's cheeks as he recalled the day he found out about Yugi, her body soaking wet from diving in the lake. "It isn't important." He huffed, refusing to answer either of them. "It doesn't matter anyway."

Honda circled an arm around Jonouchi's neck and pulled him down roughly, giving his head a noogie. "What, you think you can just say that and it be fine?! Not likely!"

The two began to bicker, punches being thrown despite hardly being healed from yesterday's fight with Ushio. Yugi watched them in bewilderment, before a small smile crept on her face. Her shoulders sagged as she replayed Jonouchi's words in her head ' _It doesn't matter_ ' and she felt herself finally relaxing. At least it seemed, for the time being, they would stay her friends.

"C'mon Yug, I'll walk yeah home alright?" Jonouchi was suddenly in front of her, sporting a new bump on his head. Honda was a bit further up the alley, having already started in the direction of Kame Game shop, which was right by her house. "We'll both walk you home." Honda added over his shoulder, hands in his pockets as he paused to wait for them to catch up.

She looked at the two of them, a strange emotion constricting her heart. Neither were going to question her further on their discovery of her gender. They honestly didn't seem to care one bit. This…this was what it felt like to have friends. True friends. Tears began to well up in her eyes, and Jonouchi fumbled away from her in alarm. "Wha? Yugi what's wrong!? Why are yea cryin?"

She laughed and wiped the tears away. "Because I'm happy."

Honda raised an eyebrow, catching Jonouchi's eye who shrugged, equally confused. Jonouchi then turned back to her. "Yug, you feelin alright? That makes no sense."

"It's just nice to have such good friends." She grinned widely at them.

The two boys blushed.

"Keh, whatever yeah idiot c'mon already."

"Jeez, how did I not notice you were a girl this whole time?"

She laughed and trailed after them, the grin never leaving her face.

/-/

On the way home the three of them debated about reporting the incident to the police, but in the end decided against it. Partly because Yugi was too tired, and didn't have the energy to go through the interview process that was likely to happen. The other reason, which was the main one, was because they had no evidence and the whole thing sounded a bit ridiculous when explained out loud. ' _Yes officer, two cloaked grown men with hoods jumped me in an alleyway so they could steal my backpack. Then they ran away when two already beaten up teenage boys confronted them. No, I can't give you any more of a description than that. No, I have no idea who they could possibly be, or why they wanted the bag of a random high schooler who looked like he belonged in elementary school_. _Oh yeah, and did I mention I'm actually a girl?_ '

She sighed, kicking her legs up and down as she laid on her belly in bed, eyes studying the completed puzzle in her hands. She had almost lost it today. Maybe carrying it around in her bag wasn't the smartest plan. She had no idea where else to put it though. She refused to dismantle it, not feeling confident enough that she could put it together again. It had taken her eight years after all, and she wanted to enjoy it. The thing was just so big though, it didn't fit easily into a pocket. Her eyes caught on a small metal loop at the top of the puzzle, and she fingered the smooth surface curiously. It was the perfect place to add a chain or something. Maybe it was supposed to be worn like a necklace?

' _Actually, I think I have just the thing to use._ ' She thought gleefully, jumping from her bed before sprinting to one of the drawers at her desk. After digging around inside she pulled out a soft brown rope, and looped it through the puzzle before tying it around her neck. She walked over to her mirror, examining her work with a self-conscious frown. Did it look weird? It was quite a fashion statement to wear a large upside down pyramid as an accessory. Would people think she was a girl if she did it? Did she want people to even see it, having kept her treasure secret for so long?

She held it in one hand, looking down at it in concern. She moved it from side to side, trying to decide what to do. The pendant briefly glowed, or at least, she thought it had. She brought it closer to her face, examining it suspiciously without blinking. Nothing happened. ' _Maybe…maybe I imagined it?_ ' A random wave of fatigue washed over her, and she let the puzzle drop as she yawned loudly and went towards her bed. Who cared what they thought anyway. It wasn't like they didn't already pick on her, let them judge. She was going to wear the blasted thing and that was that. ' _For now, I need a nap_.' Falling sideways onto her bed she let out a contented sigh, knees moving up to her chest. Within seconds, she was fast asleep.

/-/

He let out a breath once Yugi fell asleep. She was more resistant to his magic than he anticipated. It was actually baffling, having such a small slip of a girl resist him like that. Keeping his presence secret was going to be more difficult then he first realized. Especially since he had to keep sneaking energy away from her to help restore his own, while simultaneously using what he gained back to keep her mind in check. Luckily she hadn't realized her lack of spunk was abnormal in any way. He had hoped, with her recent traumas, she would brush it aside and he had been right.

Maybe healing her as much as he did was a little too risky. He hadn't been able to leave her in such a state though, and didn't regret his choice despite the risks it brought. Not only did it drain him, it triggered a lot of moments that he had to step in on. With her stubborn mind she had come close to recalling the truth a few times. He couldn't have her remembering anything, if her reaction from last night was evidence enough of how disastrous that would be.

He felt a nervous laugh escape him as he recalled her outrage. Yes, Yugi had not been pleased. The girl had managed to break through the forced sleep he placed her under while he was in the middle of dealing out punishment to that guy Ushio who dared harm her. She had a gentle nature, and did not approve of his methods. Because of her, he hadn't been able to completely banish Ushio to the Shadow Realm, where he rightfully belonged. Instead he had only managed to destroy his mind. He supposed that had been punishment enough, but still he felt dissatisfied. He had to use too much magic to subdue and erase Yugi's memories instead of doling out the justice he felt the teen deserved.

The incident had made her unconsciously wary of the puzzle though, her emotions not so easily forgotten. He had to use even more magic just to convince her to take the puzzle with her to school. He was happy it had worked, because upon seeing Ushio in person his seal on her mind almost broke completely. That would have been awful. He needed Yugi to keep him near, and those memories definitely would have caused her to toss him into the school lake herself. She just didn't understand that what he did was necessary.

He gazed at his hands, frustrated. His powers were weak. It was probably because he had been sealed away for so long. He was out of practice, clearly, if Yugi was able to best him. He needed more energy so he could properly protect her, in secret, for now. He was just thankful he had enough power left to sway her acceptance of wearing the Millennium Pendant. The appearance of those two cloaked strangers troubled him. He knew it didn't bode well. Danger was coming.

So he needed to be ready if it happened again. He couldn't do anything to help her from her backpack. She had to be in contact with the puzzle or he couldn't take control when things got bad. Today had been close…too close. He was thankful to her new friends.

For now though, he needed Yugi to rest and restore her strength. They both needed rest. With that in mind, he closed his eyes and fell into an uneasy sleep.

/-/

Jonouchi was waiting for her when she opened her door. She blinked in surprise, wondering why he was there, leaning against her stair railing with all the casual indifference he could muster. Upon hearing the door open the blonde turned to look at her with a small grin, "Yo Yugi, what's up?"

She stepped down onto the first stair, eyebrow raised. "Isn't that my line?" He laughed awkwardly. "I just thought you could use some company on your walk to school for a change."

' _Is he…worried about me?_ ' She wondered in amazement. "Sure, I'd like that. I hope you didn't go out of your way though?"

"Eh, your place is on da way for me, it's no trouble." He quickly assured.

She smiled shyly, nodding. "Alright."

They walked in companionable silence, and Yugi peeked up at him, still not believing it was real. ' _What a nice way to start my morning!_ ' She thought, her hand drifting to the puzzle still dangling from her neck. ' _Maybe this thing really_ does _grant wishes?_ '

"Oh that's a good idea Yug, it suits you." Jonouchi suddenly spoke, pointing to the puzzle around her neck. She laughed nervously as a small blush crept upon her cheeks. "You think so? I wasn't too sure."

"Nah what are yeah saying? It looks great!" He smiled brightly, and she felt a swell of confidence. "Thanks Jonouchi!"

They chatted the rest of the way, joking and laughing the entire time. It was becoming increasingly obvious that Jonouchi and Yugi shared a lot of similar interests, like Duel Monsters.

"C'mon Yug! You gotta teach me!" He begged, giving her his best puppy dog eyes. She smirked, "Alright, fine! But you need to get a deck first, you are _not_ using mine."

"Wha? But how am I suppose ta know what cards ta get?"

"You need to figure out what cards speak to you." She lectured, voice serious. "And make sure it isn't just monsters! A deck full of monsters is easy prey to magic and trap cards."

Jonouchi placed his hand on his chin, mulling this new information over. It was good Yugi had said that, because initially that had been exactly his plan. Discreetly he eyed her from the corner of his vision, noting the confidence that radiated from her whenever she spoke about the game. She was usually so shy, it was nice to see this side of her too. He was starting to realize that there was more to Yugi than he gave her credit for. She wasn't just some meek little person, bumbling along like a doormat for the world. He truly felt they would be great friends.

"Oh, we're here already?"

Jonouchi blinked, focusing back on the present as the school came into view. He hadn't realized how much time had passed, but apparently they had already arrived. It felt too soon. "Yea, I guess so."

Yugi turned to him, a bright smile on her face. "Well thanks for keeping me company Jonouchi!"

"Sure bud, anytime." He grinned back at her, feeling a warmth spread inside him. Being around her was just relaxing, he hadn't noticed it before but he often forgot his troubles whenever they talked. In fact, he found it super easy to just be himself for a change.

"Hey guys!" Honda waved at them from the entrance and began walking towards them, having just spotted them approaching. "Did you hear about the break in?"

Both Yugi and Jonouchi shared confused looks.

"No?" Yugi supplied, curiosity getting the better of her.

Honda looked worried. "Yeah, they said it happened just last night, here at the school. And get this," He leaned forward, causing the two of them to move in closer as he lowered his voice, "I overheard the principle say the cameras caught footage of the suspects, and they were wearing strange hooded cloaks!"

"You don't think…?" Yugi began, nervous dread filling her.

"Dunno, but it's a bit too coincidental if you ask me."

"Well whaddthey take?"

Honda glanced at Yugi, suddenly conflicted about spilling more. "I…I'm not sure." He said lamely.

"It's ok Honda, I can handle it. What did they take?" Really she couldn't, but she was positive her imagination would likely torment her with awful ideas all day if he didn't just spill it.

He hesitated a bit more, before sighing in defeat. "Well, I heard them say they broke into the records room, and that some student files are missing."

Yugi frowned. "Oh, well that's weird. What would they want with student records?"

Jonouchi and Honda shared a look. "Yeah, it's a mystery. I'm sure they'll catch them soon though and then maybe we'll find out." Honda supplied, but Yugi felt her nervousness grow. Clearly they were purposely avoiding saying their true thoughts on the matter. She didn't appreciate being the only one not able to see the motive behind the strange thieves' actions. She clutched her puzzle, feeling a gentle wave of comfort at the contact.

"Well we better get to class." Jonouchi piped up, grabbing Yugi's shoulders as he steered her in the direction of school. "Wouldn't want ta worry your gramps with a tardy call eh Yug?"

/-/

Yugi peeked up and down the hall nervously. Empty. She shuffled sideways, closer to the door that she planned on slipping behind unnoticed. With one final look, she cracked open the door just a smidge, now cautiously peering inside. Empty. She held her breathe, listening. Silence. Hurriedly she went inside. The door closed behind her with a soft thump. She wouldn't have much time.

Before her was the women's washroom. If she got caught in here, it was game over.

Hastily, she picked the nearest stall, closing herself in. It was always such a nerve-wracking experience when she felt the need to use the washroom. Thankfully school was finished and most kids had gone home by now, she having stayed late since it was her turn to clean the classroom. She quickly did her business and flushed the toilet. So far no one had come inside. The loud flush drowned out her thoughts as she opened the door to her stall.

And walked straight into Anzu Mazaki.

They both crashed to the floor.

"Ow." Anzu moped, one eye closing in a wince. Her vibrant blue stare then focused in surprise on Yugi. "Kya!" Without warning Yugi felt her head violently moving to the side, a burning sensation spreading across her cheek. Anzu had…slapped her!?

"Yugi!" She shrieked. "Just what are you doing in the girl's bathroom!?" She had never pegged the quiet shy boy for a secret perv, but really, she should have guessed. Yugi's grandpa was known for his rather perverted tendencies after all. It was why she often avoided going to Kame Game Shop.

Yugi rubbed her sore cheek, backing away from Anzu in panic. "I-It's not what it looks like! I can explain!"

Anzu stood, face completely red in embarrassment and anger. Yugi had seen that famous indignant rage before, but usually it was directed at someone else for her benefit, not against her. Yugi found herself cowering as Anzu stormed over to her, arms crossed as she tapped an impatient foot. " _Well_? I'm waiting Muto! You better explain what you're doing here before I get the principle!"

"I-I'm a girl!" She cried, closing her eyes.

"Wha?"

Yugi peeked one eye open, glancing up to see Anzu's reaction. However, something distracted her before she reached Anzu's face. Head tilting, she pointed at a familiar shade of fabric that was poking out of Anzu's bag. "Is that…a Burger World hat?"

Anzu stiffened, then hastily shoved the fabric out of sight. "No!"

Yugi frowned. "Just what are you doing here so late after school anyway, Anzu?"

The girl fumbled before composing herself. "Is it a crime to study late and use the washroom?" Then she crossed her arms. "Anyway, don't go changing the topic Muto! What do you mean you're a girl?"

An embarrassed blush crossed Yugi's face, and she found she couldn't meet Anzu's accusing stare. "Exactly how it sounds. I'm actually a girl, Anzu."

"Why are you dressed like a boy then? And why do you let everyone think you're a guy?"

Yugi sighed, bringing her knees up to her chest. "It's complicated." She toyed with the puzzle around her neck, trying to ignore the black hole that had opened up where her heart resided. Memories, awful memories, threatened to choke her but she forcefully pushed them down. "Just believe me when I say, it's easier like this."

Anzu studied Yugi, eyes softening. She suddenly sat down beside her, placing a comforting hand on her shoulder. "Want to talk about it?"

Yugi turned away from her. "No."

Anzu nodded, accepting the answer, and the two lapsed into silence. Minutes passed, and Yugi finally had to ask her. "Are you going to tell anyone?"

"No, not if you don't want me to."

Yugi nodded, feeling relieved. "Thanks." She just hoped Anzu kept her word.

More silence passed between them.

"You know…" Anzu began suddenly, staring up at the ceiling. "I have a secret too."

Yugi stared at her in surprise. "You do?"

"Yep." She winked and reached into her bag. "But you gotta promise not to tell anyone either, ok?"

"Of course."

Anzu pulled out the Burger World hat, coupled now with the rest of the uniform, and handed it to Yugi. Yugi stared at it in confusion. "Your secret is you cosplay as a waitress?"

"No! I _am_ a waitress!"

Realization lit Yugi's features. "Ah, that makes sense." A few things she had noticed about Anzu suddenly fell into place.

Anzu hadn't exactly been Yugi's friend, but she had always been friendly to Yugi. They had actually met years ago in elementary school, but Yugi had ended up transferring out shortly after due to the immense bullying she had received there. She had been surprised to find that Anzu was attending the same high school as her, though obviously the short-haired brunette no longer recognized her. Still, Anzu continued to shine her kind nature upon Yugi, randomly fighting off bullies every now and then who tried to intimidate her. Anzu had even faced off against Jonouchi and Honda once.

Lately though, the girl always seemed tired, and was often seen nervously skirting party invitations and blowing off her friends' invites to hang out after school. The treatment had begun to stir up resentment and Anzu now wasn't as popular as she used to be. Yugi had felt bad, but with her own social standing at the bottom could do little to help her. She had always wondered why Anzu suddenly risked her reputation, but it made sense if she had a job.

A secret, illegal job. Students weren't allowed jobs, after all.

"Why are you working anyway?"

Anzu sighed. "So I can afford my dream. I want to go to a famous dancing school in New York."

"Anzu that's so cool! I didn't know you wanted to do that!" Yugi sat up, a big grin on her face. "You'll be amazing! You're an awesome dancer!"

Anzu blushed, scratching her cheek. "Well, thanks Yugi. That's nice of you to say." She stood and dusted off her skirt, "But, I need to get ready for work. It's actually why I came in here, they don't like me changing there. Sorry." Burger World was only a block away from the school.

Yugi waved away her apology. "It's fine, I shouldn't keep you." She then bowed to the waist. "Thank you, for keeping my secret. I promise to keep yours in exchange."

"R-Really its fine Yugi!" Anzu squeaked, completely uncomfortable. "Don't sweat it ok?"

With a smile Yugi nodded, then waved goodbye and exited the bathroom.

Well that had been rather unexpected.

/-/-/-/-/-/-/-/-/

Aaaaand that's a wrap! Another chapter down! I can't promise you they will all be this fast. Right now you guys are lucky. I'm going through some crap and completely using this story as an unhealthy means of avoiding my emotions. So that means more updates for you as I obsessively type away to keep myself from thinking about anything else, yay healthy coping strategies!

Thank you for the response so far. I'm happy to know you guys are enjoying the story as it stands. Please, continue to sate me with comments. I'm eager to know what you think, and if you like the changes. Reviews are my payment and do inspire me to keep going. It's hard to continue a story if you think no one really likes it after all.

Until next time guys!


	3. Chapter 3

**Disclaimer:** I of course do not own the concept of Yu-Gi-Oh, or any characters. All rights belong to the creators. I merely borrow their ideas to fuel my own stories inspired by their brilliant world.

 **Summary** : Yugi had one wish, and that was to have a single true friend. When gifted the Millennium Puzzle, she childishly dreamed it had the power to make her one wish come true. Little did she realize the stranger trapped inside may be the friend she was looking for. Unfortunately, nothing comes without a price. Fem!Yugi Gender Bender. Atem X Yugi. A slight retelling of the original with some unexpected twists.

 **Confide in Me, Beautiful Soul**

 **Chapter Three**

"Gah! I can't believe you won again!" Jonouchi cried, grabbing his hair in aggravation.

Yugi laughed weakly, "Give yourself a chance, this is only your third time playing the game."

It was lunch time, and they were hanging out together in the classroom with some other students. Before them on Yugi's desk were Duel Monster cards. Jonouchi had finally managed to scrounge up enough to build a deck, and had been challenging her to duels ever since.

Honda laughed, patting Jonouchi on the shoulder. "Yugi's a shark bud!" He couldn't believe just how good the girl was at the trendy card game. It was a hard thing to master, even he still had trouble figuring out a winning strategy. He didn't think her submissive personality would allow her the cut-throat determination to play for keeps. He had been very wrong, as had Jonouchi, who was now learning the hard way just how good at the game Yugi really was.

"Wow Yugi, where did you learn how to play like that? Think you could teach me a few tricks too?" Anzu peered at the cards in Yugi's hand, impressed. A lot of them were high level creatures, and scary looking. She typically collected the cute ones, and had expected Yugi (now that she knew she was in fact a girl) to follow a similar style.

Yugi rubbed her head, awkward at the praise and attention. "S-Sure. My Grandpa taught me everything I know, he was the best at it before it got popular. I still have a long way to go before my desk is good enough to beat his though. He has some pretty powerful rare cards." She couldn't believe Anzu had continued to talk with her after their encounter in the bathroom two days ago, let alone show interest in anything as nerdy as Duel Monsters. She had never had a female friend before, and felt a swell of hope that maybe Anzu could be the one to fill that role.

"Keh, amateurs."

Yugi turned to the back of the classroom where Seto Kaiba was sitting, typing away on a laptop. His steely blue eyes were focused on the screen. If his voice hadn't been so distinct, she would almost doubt she heard him say anything at all.

"Got something ta say there, Kaiba?" Jonouchi growled, placing his foot on top of a chair. Honda quickly held him back, already anticipating an escalation in violence.

Kaiba continued typing, ignoring him completely. Or at least, he tried very hard to appear to be. Yugi's eyes picked up a slight thinning of his lips, the only outward sign at the cold teen's growing temper.

"Grrr you think just cuz you're some rich pretty boy you can mock us whenever yea feel like, eh!?" Jonouchi fisted his hand and waved it threatening in front of him. "I'd like ta see yea come over here an say something ta my face!"

Kaiba stopped typing, and closed the laptop with a sigh. "That's your problem Katsuya, you seem to think I have breathe to waste on someone as insignificant as you." He stood, tucking the laptop under his arm as he gathered his bag. "I have a multi-billion dollar company to run, and unlike you, I don't have time for petty posturing that all but shouts I'm an insecure cry baby."

"W-Whaddya say?"

Kaiba ignored him, strolling past him without another word before exiting the classroom.

Yugi sighed, the feud between Jonouchi and Kaiba nothing new.

"Argh! Dat jerk!" Jonouchi huffed, crossing his arms. "Eh, ignore him Yug, he's just jealous."

"It's ok, he's probably right." Yugi said, putting her cards away. "He's an international champion at Duel Monsters after all. I'm sure I do probably seem like an amateur to him."

"Keh, who cares what title pretty boy's got. He aint nothin compared ta you, Yugi." Jonouchi leaned in closer, thumb striking his chest. "I wanna learn from da best, so I wanna learn from you!"

Yugi blushed. "I don't think I'm the best though…" She mumbled, but Jonouchi was having none of it. "I don care whatcha think, I've decided and that's that!"

Honda grabbed Jonouchi around the neck, giving him a noogie. "I don't think that's how it works, doofus!"

"Hey! Get yer hands off me! Quit dat!" He managed to wriggle loose and dashed over to Yugi, grabbing her hands. "Please Yug! I need help! Can yea take me ta Kame Shop and help me pick out some new cards?"

"Actually, I wouldn't mind going too." Anzu piped up. "I need to pick out a fun game for my niece."

"And someone's gotta keep an eye on this knucklehead here, so I might as well go too." Honda added with a sighed. Jonouchi chose to ignore his comment. Instead he gripped her hands a bit tighter. "C'mon Yug! I need to beef up my deck!"

Yugi looked at all their eager faces as they turned to stare at her, waiting for confirmation. "I-I guess that would be fine, but not today. The shop's closed because Grandpa's still off on his adventure. When he gets back, we can all go." Everyone seemed to deflate at her response, and she felt the fear of their disappointment spur her to fix the situation. "Maybe we could stop off at that Corner Store instead though? Sometimes they have some pretty cool cards."

"Yes!" Jonouchi shouted, fist pumping the air. "Time ta get me some cool monsters!"

Yugi laughed. "I think you have enough of those, Jonouchi. What you need are more magic cards."

The blonde scratched his cheek ruefully. "Wha, I need more? Isn't four enough?"

"Not even close." She deadpanned, eying him critically. "Do you even have any trap cards yet?" She took his silence as confirmation enough, and sighed dramatically. "I thought I told you that magic and trap cards are as important as the monsters in your deck."

"See, this is why I need yea Yug! Yea gotta keep reminding me of these kinda things!"

"That's not how teaching works Jonouchi…you're supposed to _remember_ those kinds of things on your own!" Honda jeered.

It wasn't long before the two broke out into another fight, Anzu trying to separate them without much success. Yugi smiled, resting her cheek in her hand as she watched them all. Her heart felt full, for the first time in quite a while. The crippling loneliness was gone. Things were looking bright, her world not teetering on the edge of dark depression. Her gaze moved down to her puzzle, a single hand caressing the smooth surface. Ever since she had solved it things had gotten much better. It truly must be magical, there was no other explanation. She had gone so many years unable to make a single acquaintance, and now suddenly she had three fantastic friends. Surely it was the power of her wish that had brought them all together? She would never let the puzzle go, it was more than just her most treasured item now.

A feeling of contentment, of agreement almost, suddenly tingled up her arm and spread to her soul. She stared at the ancient item in surprise. It had almost felt…' _But that's just silly._ ' There was no way the puzzle had caused those feelings to course through her. Still, she couldn't shake the disturbing idea that those emotions did not feel like her own. It was an odd sensation to describe, and didn't make logical sense. How could she feel emotions so clearly, like they were her own, but not have them actually _feel_ like her own?

Jonouchi suddenly slung an arm around her neck. "Oh man I'm so excited! You're da best!" He extended an arm in front of them, moving it to the side with his hand flourished as if he were displaying some great scenery she couldn't see. "Just imagine it Yug. Jonouchi, Duelist Champion of the entire world!"

"Wow wow wow, you have to at least _win_ a duel first…." Honda shook his head. Sometimes Jonouchi was just beyond help.

"Eh, all in good time, just you see!"

Anzu laughed. "Well, at least he dreams big."

Yugi smiled weakly in agreement.

/-/

Once school was finished the four of them set out together, hitting up the Corner Shop Yugi had mentioned to see if any new cards had arrived. It was a creepy old store, filled with strange items and an even stranger Shop Keeper, but it often housed the random rare card for Duel Monsters so Yugi made a point of frequently stopping in on her way home. The place was dusty, and dirty. Barely any light managed to filter through the grime-covered windows. The smell of mold and stale air permeated, and the light that did come through illuminated many dirt particles floating around. She always made a point to breathe as little as possible whenever she stepped inside the shop. It seemed her three friends were similarly affected.

Anzu sneezed. "This place is disgusting." She muttered, rubbing her arms. "And _creepy_. Can we leave yet?" The store seemed empty, the desk that housed the till vacant. The shop keeper must be somewhere in the back, tending to stock.

"No way! Not until I get a look at these cards!" Jonouchi pressed his face greedily against the glass display box where numerous Duel Monster cards sat in stands atop red velvet cloth. "C'mere Yug, see any dat you think I should get?"

Honda peered around curiously examining a random vase that had strange symbols on it. He rubbed his chin thoughtfully and traced one with his finger. "Huh. Wonder what it means?" The vase suddenly tipped precariously and he hurriedly caught it before it fell over completely. Anzu gave him a stern look and he laughed weakly.

Yugi began to walk over to Jonouchi when the Shop Keeper suddenly appeared from a room behind his desk, a dusty drape falling back in place which separated the room from the main shop area. He was an older man, tufts of white hair spilling from his odd rounded dark green top hat. He stood tall, posture straight, his somewhat outlandish dark green suit pressed neatly free of wrinkles. In his hands was a strange old box. Surprise lit his features briefly as his eyes fell upon the teens, until they rested on Yugi. He studied her silently, expression unreadable and his apparent interest disquieting to the young girl. He had seen her many times before and never was bothered by her presence in the past. Then he grinned, and it reminded her of the Cheshire Cat. She felt an involuntary shiver travel down her spine. "That's an interesting little trinket you have there, child." His voice was quiet, but confident. He gazed upon the puzzle around her neck with barely contained curiosity. "Where did you get it?"

Yugi clutched her treasured item closer to her chest, feeling unexplainably perturbed at his attention to it, and a bit rankled by the use of the word 'child'. "My Grandpa." She answered shortly, not meeting the Shop Keeper's gaze. It was too intense, too focused, and once again she had the odd sensation of being prey. Just like with Ushio her gut was screaming that she needed to get far away, but to leave now would seem very strange. Unconsciously her fingers brushed along the surface of the puzzle and she felt her nerves calm somewhat, reassured as always by its touch.

"Yo shop keeper guy, I'd like ta see some of these cards here, if yea don' mind?" Jonouchi suddenly spoke, drawing the intense stare of the Shop Keeper away. He seemed startled by Jonouchi's presence, as if he had forgotten anyone else was there. "Yes, of course. Do you have a particular card in mind?"

Jonouchi sent her a pleading look, and reluctantly she stepped closer to him, and the Shop Keeper who now stood just in front of him behind the glass case. "Remember you need some magic cards, so let's see if he has any of those." She instructed, peering at the many different cards on display, purposely avoiding eye contact with the Shop Keeper who had gone back to resuming his disturbing study of her. A card suddenly caught her attention, and she pointed at it. "How about that one Jonouchi? It's called Scapegoat. It's a great magic card to have when you need to buy yourself some time to figure out a counter strategy."

Jonouchi rushed over and all but bumped her out of the way in his haste to see the card she had mentioned. "Oh cool Yug! That sounds just like somethin I need!"

"Jonouchi! Watch it!" Anzu snapped, steadying Yugi who had almost toppled to the floor from the contact. Honda sent him a glare. "You're worse than a child!"

Jonouchi grinned sheepishly. "Sorry."

"It's ok. I think that card would really compliment your deck though, so you should get it." Yugi smiled at him, and Jonouchi turned back to study the card in serious contemplation.

"You're quite familiar with Duel Monsters then?" The Shop Keeper suddenly inquired, eyes flashing as Yugi unwillingly looked up to his face. Quickly she looked away. "Not really."

"What are yea saying Yug? Don' sell yerself short!" Jonouchi gave the Shop Keeper a confidant smirk, "My bud here is one of da best there is!"

Yugi did not want any further attention, especially from the Shop Keeper. She bit her lower lip, an unconscious nervous habit. "Jonouchi stop, that's just not true."

"Sure it is! I only learn from da best after all." Jonouchi grinned cheekily at her, thinking he was doing her some grand favor in boosting her confidence. She felt like throttling him. She did not like the gleam that entered the Shop Keeper's eyes when he had asked her the question. The urge to leave was growing into an almost panicked desire the longer she stayed within the shop. Something wasn't right, and she trusted her instincts. They all needed to go.

The Shop Keeper smiled that Cheshire grin again before setting down the box he was holding. "Well then, I have something I think might interest you." He opened the lid, and curiosity got the better of her, so she found herself walking over and peering inside. Resting on a cloth of bluish black velvet was a single Duel Monster card, the rare and hard to obtain Dark Magician. Her eyes widened and she couldn't help the rush of excitement that seized her, "Where did you get this? I've been trying to find one for ages!"

"I won it in a game." He explained, closing the lid. "I'm not willing to part with it easily though, the price will be high."

Yugi felt herself deflate. "Oh of course, I imagine it costs quite a bit."

"More than you can ever imagine." He agreed, voice soft, dangerous. "But, I'd be willing to Duel you for it."

Before she could even speak Anzu clapped her hands. "Oh Yugi you should do it!" she gushed, smiling brightly. "You're amazing, I'm sure you'll win!"

"Yea Yug! What do yea got ta lose?"

Honda nodded, "I'm with the idiot on this one." Jonouchi growled at him, "Hey! I'm right here!"

Yugi looked to the Shop Keeper, eyes narrowing in suspicion. "What _do_ you want if I lose?"

The Cheshire cat grin returned. "Your puzzle. This card is quite precious to me, so I would require something quite precious in return."

She wasn't surprised. Something did bother her about the answer though. "How…how did you know it was a puzzle?" Or that it was something precious to her? Just because she wore it didn't mean it had any type of sentimental value. Now that it was completed, her pendant looked more like a gaudy fashion accessory than a puzzle. Unless you knew before hand, it wouldn't be obvious.

He shrugged. "I saw the lines on it and assumed."

She glanced down at it, trying to decide if what he said seemed truthful. Maybe to the casual observer it wouldn't be obvious, but the Shop Keeper had been staring at it intently for some time now. Perhaps he had figured it out? Either way, it didn't matter. "Sorry, but I refuse. Thank you for the opportunity." She would never bargain her treasure in a game, no matter how confidant she felt in her capabilities, or rather…how confidant her friends felt in her capabilities.

"Wha? C'mon Yug this is your chance to get a really rare card, for _free_! Yea can't just pass that up!" Jonouchi whined, placing his hands on both her shoulders. "You might never get a chance like this again!"

"Yugi said no Jonouchi, so that means no." Anzu stepped over to her, grabbing one of Jonouchi's arms. "She doesn't want to gamble the puzzle away." Yugi flinched at Anzu's words, her eyes darting to the Shop Keeper to see if he had caught the slip. She was still dressed as a boy after all, and looked very much like a boy. She didn't want this creepy guy knowing otherwise, but it seemed another vulnerability of hers was now laid open for his scrutiny.

"Gah whatever. Fine, I'll just buy that Scapegoat card and den we'll leave."

Honda sighed. "You really are just like a child…"

Yugi felt her unease deflating somewhat at Jonouchi's comment. They'll finally be able to leave this awful shop soon.

"That's too bad." The Shop Keeper sighed, picking the box up and moving to put it away. "I was eager to face a worthy opponent. It's been a while since I Dueled anyone with skill." From the corner of his eye he watched her.

"I'm not willing to risk my puzzle. It's my most precious treasure, too precious to lose." She explained, feeling the need to get across just how important this item was to her. "I won't let _anything_ happen to it." Her tone was protective, with an edge of warning.

The Shop Keeper bent down, setting the box onto an old dusty shelf behind his desk. "I don't doubt that for a second." He somehow sounded almost threatening, and she felt a chill creep up her spine when his eyes flashed up to study her once more. "Important things must be guarded carefully, after all."

Jonouchi paid for his card, a giant grin on his face once he finally held it in his hand. "Oh man this is awesome!"

"Can we finally go now, _please_?" Though Anzu didn't say it out loud (since the Shop Keeper was actually present this time) her creep factor was through the roof and she was done with this place.

"Yeah yeah." Jonouchi pouted as they all turned to leave the store, shooting Yugi a look. "Since _someone_ isn't gonna be Dueling for an awesome card, I guess we got nothin left ta do here." Then he smiled at her. "But I don't blame yeah, dat puzzle der really is your most precious thing eh?"

She smiled in return, staring down at her pendent with a fond expression as they walked. "It is. It's not worth losing."

"Well, if you change your mind, you know where to find me." The Shop Keeper's voice drifted over to her, and she felt herself stiffen. "Will you be coming back for more cards soon?"

She turned to look at him, trying to mask her unease. "Yeah, probably." ' _No, so much no._ ' If she had it her way, she would never walk into this shop again. She was disturbed to see the Shop Keeper had that Cheshire grin back in place. His eyes grew dangerous, but the smile never slipped as he nodded, "Then, I'll see you soon."

Needless to say, she felt very relieved to hear the door click shut behind her.

"Well that was a waste of time." Anzu griped, letting out a discontent sigh. "I didn't find anything for my niece." She looked at the three of them with an apologetic smile. "I'm sorry, but I really need to get her a toy. Her birthday is tomorrow, so I gotta bail to try and find something."

"Speak for yerself, I wouldn't call it a waste of time!" Jonouchi held up his new magic card with uncontained glee. "Just look at this baby!"

Anzu waved away his enthusiasm, "Yeah yeah we're all very happy for you and your new card. Do you need some alone time together or something?" She laughed at his indignant blush as he spluttered in embarrassment.

Honda looked at his watch, eyebrow raising as he assessed the time. "Well guys, I promised my sister I would babysit tonight so I need to get going too."

Jonouchi glanced at Yugi. "I guess if everyone is leaving, I should probably go too. Can I walk yea?"

Yugi felt herself deflate, she had thought they would all go somewhere after the shop, like to a fast food place to eat and chat. She had been really looking forward to the idea of spending time like that with her new friends, but perhaps their relationship hadn't quite reached that level yet. Just because she felt comfortable with them, didn't mean they saw her in the same light. They probably didn't want to spend all their free time hanging out with her anyway. ' _Stupid._ ' She forced on a smile. "Nah, I'm ok Jonouchi really. I need to grab something first before I head back and I wouldn't want to keep you." She sent them all a wave, "Thanks for coming with me to the shop, it was fun!"

Anzu smiled at her. "No problem, but er…next time we'll go someplace less creepy together, ok?" She then laughed and with a quick wave she was gone.

Honda nodded, "Anytime." He then shot Jonouchi a look "I'd maybe take Jonouchi up on his offer though. I'd walk you myself but I'm running late, sorry." Then he wave and left as well.

Jonouchi eyed her critically. "Are yea sure Yug? I don't feel right not walkin yea home…" The memory of the attack with those two cloaked weirdos was still fresh in his mind, and it seemed Honda's as well. The recent break in at the school not instilling him with much confidence either. He felt they hadn't saw the last of those freaks. "C'mon, lemme walk yea home."

She backed away from him. "No no, really I'll be fine. My place isn't that far away and I need to grab er…some…" Here she blushed, not believing she was about to play this card, but desperate to get him to back off before he noticed her mood, "Er… _womanly_ items, and I'd really rather you not be present for that."

Jonouchi blushed beet red, and suddenly found it difficult to look at her. "Gya! I mean er…yes! Dat is ta say- Yea do dat on your own, no problem." He scratched the back of his head awkwardly, Brooklyn accent in full force with his embarrassment. "If yer sure."

' _Can this get any more awkward?_ ' She laughed weakly. "Yes, I'm very sure. I'll be fine."

He crossed his arms. "Alright den, I'll see yea 'round Yug. Text me when yer home." Then he turned and walked away while she waved at him, her earlier smile firmly in place. Once he was out of sight, it dropped and she sighed depressingly. She really didn't want to go home yet. Her eyes fell on the mall just across from her, and she shrugged internally, ' _Might as well go enjoy myself while I'm out_. _Not like I've never shopped alone before._ '

/-/

She had stayed out later then she anticipated, unable to face the silence of her empty home. It was always hard for her to go back there when her Grandpa was away for more than a few days. The empty house often tormented her with soft echoes of happier times. She had only moved in after her parents had passed, but she had visited her Grandpa often when her parents were both still alive. Many happy memories were created within those walls. Now that they were gone, those same memories became painful reminders of their absence in her life.

She had sent Jonouchi a text long ago saying she was home. She felt bad lying to him, but she didn't want him to worry either. It wasn't his job to tend to her insecurities. She may look like a child, but she refused to be treated like one. His concern was touching, but she could take care of herself. The memory of the two cloaked figures suddenly sprang to mind, but she pushed it away. She would not allow herself to live in fear because of one random incident. She likely hadn't even been their real target anyway. The more she thought about it, the more she felt like that freak occurrence had been a misunderstanding. Those cloaked strangers had a clear item in mind they were looking for, and she had nothing of value. They probably mistook her for someone else.

Feeling more resolved about that notion, she exited the current shop she was in with the intention of heading home. Though she had no school tomorrow since it was Saturday, she still didn't feel like staying up too much later either. That odd fatigue she had over the last few days hadn't dissipated, though it was now less extreme. The door closed behind her with a gentle chime, and she rubbed her hands together as the brisk night air kissed her skin. With a slight shiver she watched as a wisp of her breathe puffed out in front of her. It was surprisingly chilly. Glancing around, she noted that the streets were empty, which was odd. With a shrug she decided that most people were probably just not willing to brave the cold. Good thing she lived close by.

The sound of another door closing suddenly had her looking to her left, just a bit down the street where the Corner Shop sat. She felt the air in her lungs freeze as a Cheshire grin met her gaze. The Shop Keeper stood, eyes trained on her as if he had expected to see her standing there the moment he went outside to lock up. She felt like a deer caught in headlights, unable to move as he gradually made his way towards her. A sudden jolt of energy spurred her to action, and hastily she turned away from him, walking fast in the opposite direction.

Originally her first instinct was to head home, but then she realized that may no longer be the best course of action. She could hear his footsteps echo hers, a patient predator stalking his prey. He wasn't even making an effort to be discrete in his pursuit. If he was following her, the last place she wanted to lead him was straight to her front door.

But where to go then? The police station wasn't exactly close by, and if there were going to be people out the place she was in would have been the most populated. Her only options for now were to keep moving, and hope she came across someone before he decided to try whatever it was he was going to try. He didn't seem to be in any hurry. Maybe she was being too paranoid? A quick glance behind her had her dropping that idea. He was still staring at her, casually walking, and speeding his pace ever so slightly to make sure she stayed within sight. All the while that Cheshire smile never left his creepy face. Why did he have to smile like that? What did he want?

Her eyes glanced down, to the puzzle around her neck. ' _Would he really do something so drastic, just to get this?_ '

A haunting whistle suddenly cut through her thoughts. She glanced behind her to the Shop Keeper, who now seemed to be skipping with every other step as he pursed his lips to a tune she had never heard before. It was a strange disconcerting rhythm and went well with his strange disconcerting persona. ' _Why can't he just leave me alone?_ ' Fear pumped through her heart, and her fast-paced walk turned into an all-out run as she tried to get as far away from the Shop Keeper as possible. She rounded a nearby corner, and came to a screeching halt.

The Shop Keeper was standing there, five feet down the road. "Here little kitty." He purred, "Do you want to play with me?"

Sheer terror coursed through her veins. There was just no way this was happening; how did he get in front of her? She risked a quick peek behind her, half expecting to see a second Shop Keeper making his way over, but the sidewalk was empty. Her eyes turned to focus on him as she took a cautious step back, hating how her legs quivered. "W-What do you want?"

The Shop Keeper laughed. "I want that Duel. Look, I even brought the Dark Magician." He reached into his pocket and pulled out the card, the shiny surface flashing because of a nearby street light. "So, are you going to play with me little kitty?"

Her breath hitched, fear and panic making her dizzy. She suddenly felt lightheaded. ' _Oh my God, I'm going to pass out right in front of his creep!_ ' It was the last thing she wanted to do, and something niggled at her that with all the adrenaline coursing through her, it shouldn't be happening. Yet it was. Before she knew it, she was swallowed by the night.

/-/

He opened his eyes and stared at the Shop Keeper with cool anger. "And if I say no?" Mentally he double-checked that Yugi was successfully under his sleep spell. He sensed there was something more dangerous about this man than just the usual. He couldn't afford to have her waking up and interfering this time.

The Shop Keeper tilted his head. "Oh, who is this now? Was the kitten too scared and ran away?" Then his expression turned dangerous. "I'm afraid it isn't a request. You will duel me if you ever plan on seeing tomorrow, little Yami."

' _Yami?_ ' The term was strangely familiar, and he felt a shift inside his memories. Before he could ponder on it he sensed something, a disturbance in the Shadows. Eyes wary he glanced around as the air became thicker, and the night became darker. "What are you doing?" He demanded, posture tensing.

The Shop Keeper laughed. "A demonstration. Either accept my request or be lost to the darkness. I'm sure you'll feel right at home, but your other you…I wonder how long she'd last?" His Cheshire grin spread across his face again. "What is she telling you right now? Is she saying how scared she is, how she wants to go home?"

He kept his face neutral, but inwardly was disturbed. This stranger seemed to understand their situation a little _too_ well. It was disconcerting, since he didn't even understand his and Yugi's situation. How did this man know so much about them? It irked him further to realize the Shop Keeper was likely saying these things on purpose, just to create the very effect it was having on him.

"Oh? Don't tell me…she doesn't even _know_ yet, does she?" The Shop Keeper laughed again and clapped his hands. "This is going to be such a lovely time."

"Enough talking! Fine, I accept your challenge. Let's Duel!" His eyes narrowed and he pulled out Yugi's deck. He had become quite familiar with the game having paid close attention to Yugi's and Jonouchi's duels at school. He couldn't explain it, but he found the game captivating. It felt…familiar. He even found himself strategizing along with Yugi while she played.

The Shop Keeper bowed his head. "Excellent, I knew you'd see it my way." Then he spread his arms out and the world around them began to fade away. Two grey tables materialized, one in front of each of them. "I warned your other self, and I'll warn you now, Yami of the puzzle. The price is more than you dare imagine in this Shadow Game."

His eyes widened. "A Shadow Game?" As far as he knew from his limited recall, only those who possessed a Millennium Item could call upon the Shadows. He shifted uncomfortably as the darkness swirled at his feet, and the once quiet streets of Domino City faded into blackness. It definitely felt like a real Shadow Game, and if that were indeed the situation, things were more dangerous than even he anticipated.

"The rules are simple. We each start with 2000 life points. Anytime a monster gets attacked, your light takes the hit. The first person who reaches zero life points loses the game, and the light forever. Winner takes the spoils." The Shop Keeper raised his eyebrows, "Any questions?"

He narrowed his eyes. "What do you mean by light, what light?" He didn't like the purposely obscure use of language, especially not in a Shadow Game.

The Shop Keeper dipped his head, as if conceding he asked a good question. "Ah yes, let me explain a bit more then. Every soul has two parts to it, a light and a darkness. In this game, we will kill off that light."

"You're sick." He spat. What kind of deranged human would want to risk living the remainder of their life with nothing but the darkness in their heart for company? It would be a cursed existence, a half-life filled with nothing but endless pain unescapable even in death. A soul full of darkness doesn't make it past Ammit after all.

"Do you accept the terms?"

He scowled, "It's not like you've left me with a choice."

"Then let's being." The Shop Keeper smiled.

/-/

The first thing she noticed was the cold, and the next was the suffocating weight. It was a force so heavy she felt as if her very soul was being crushed. Even the air felt thick, and she found it difficult to breathe. It was as if just existing took more energy than she could bare to give. Consciousness was slowly seeping into her, and voices were starting to drift in.

"-meaning of this!?"

"I told you the price of this game would be higher than you knew."

" _She_ was not part of the terms we discussed."

"Of course she was, you just failed to realize it. Now are you going to make your move, or shall I assume your lack of play means you forfeit the match?"

She frowned only recognizing one of the voices, and it was definitely not a voice she wished to recognize. The fear from before, previously forgotten as she collected her thoughts, came rushing back. With a startled gasp she opened her eyes.

Darkness. It was everywhere. So intense that nothing else existed. That alone made her wish she was still passed out, but things grew weirder as her gaze focused on the person standing below her, off to the side. He looked so much like her, if she were truly born a male that is. In front of him was a simple grey table, and the same table also sat in front of the Shop Keeper. ' _Wait, why is he below me? What's holding-'_ She looked above her head, shifting her hands and finding that strangely she couldn't move. Panic shot through her. There was nothing physically present binding her hands, and yet they were suspended above her head as if she were dangling from an invisible chain in the air. Just where was she, who was that guy who looked so much like her, and why was he facing off against the Shop Keeper?

"Yugi I promise you, I _will_ protect you alright?" It was her doppelganger speaking, his eyes, so much like her own, intense as they watched her. ' _He knows my name?_ ' She didn't know how she felt about that. ' _This must be an awful dream, right? It has to be!_ ' She struggled some more, growing desperate and frustrated when nothing seemed to work. "Why can't I get down? What's going on here!?"

The Shop Keeper purred at her, "Aw, little kitty. Did you really think we'd play without you here?" He tsked and shook his head. "That wouldn't be very nice, now would it?"

"Don't speak to her!" Her doppelganger snapped. He then turned back to her, face softening but still serious. "It's called a Shadow Game. I don't have time to explain everything, but just trust me, ok?"

She gazed at his face, studying him closely. She literally had no idea what a Shadow Game was, or if this was even real. The Shop Keeper was a creep though, and so that left only him for her to turn to. Anyone who looked so much like her couldn't be evil, right? "Ok, I trust you."

He smiled. "Good. Now let the Duel begin!" and drew a card.

Her eyes widened in surprise. ' _They're playing Duel Monsters?_ ' That realization struck another notch in the 'this must be a dream' category. If she had been confused before, she was completely baffled now. Somehow Duel Monsters was going to determine her fate. She just hoped this lookalike played as confidently as he talked.

"I play Kuriboh in Defense mode! And then I place this card face down on the field and end my turn." He placed the two cards onto the table in front of him. There was a swell of something, as if an energy existed within the darkness. Before her very eyes Kuriboh materialized in the space between her lookalike and the Shop Keeper's tables, as well as the facedown card.

She blinked, staring at the creature in complete shock. It looked so real, even its fur looked textured, like she could actually reach out and touch it. Was it real? Then her eyes narrowed. ' _Wait a second…_ That's _your opening move?_ ' She felt her heart sink. Who played Kuriboh as an opener? It was a useful card if used correctly but typically it wasn't the first monster played. She noticed her doppelganger's back stiffen, and frowned, wondering what set him off.

' _ **I'll have you know, it's rather distracting to hear your critique. Please, just trust me.**_ '

Her body went completely still. That voice, _his_ voice, she heard it clear as day yet his mouth never moved. ' _Did you just…?'_

' _ **Yes.**_ '

She suddenly found it was more difficult to breathe, not that breathing here was ever an easy feat. Her heart beat a thousand miles a minute. Sheer panic coursed through her. How was this possible? Why was this happening to her? She must be crazy. That was it, she must have completely lost her mind. ' _I'm actually in a mental hospital and this is just a very realistic delusion_ '. She almost felt giddy at the idea, her mind teetering dangerously. The shadows pressed in on her, and her earlier panicked suffocation began to grow in earnest.

' _ **Yugi please calm down. I promised I'd protect you, remember? Everything is going to be alright but you need to relax and trust me.**_ '

A wave of calm suddenly swallowed her, and she distinctly realized it did not generate from herself. Like an external drug was feeding through her veins, she felt her heart slow to normal and her breathing gradually evened out. The weight upon her soul lessened as her nerves began to settle, the Shadows backing away. ' _What did you do?_ ' Her eyes were wide as she stared at him, but he wasn't looking at her. He was completely focused on the game.

"How boring. Maybe I should have made it so that little kitty played instead?" The Shop Keeper sighed with a pout, drawing a card. "Please do try to make this a bit interesting, will you?"

"Just make your move."

"My, so serious all the time! As you wish then, Yami of the puzzle." The Shop Keeper picked a card from his hand and smiled. "I'll place this card face down, and then I'll play Peten the Dark Clown in attack mode!"

Yugi blinked, her mind whirling as she watched the game unfold. "Yami…of the puzzle?" She mused aloud, gaze turning to regard the man who looked so much like her. ' _Just what does he mean by that?_ ' Her eyes drifted down to the puzzle around her neck, and it was then with a start that she realized for the first time both her and this stranger were wearing the same one. ' _Where did he find an exact copy of my puzzle? What is a Yami?_ '

' _ **Don't worry about it. That's…just my name, Yami. Or at least, it's a name I've gone by in the past.**_ ' The strange man, now known as Yami, replied and she found herself feeling frustrated. She couldn't stop herself from thinking, much like she couldn't keep her heart from beating, yet this Yami had access to her every thought. He also seemed to somehow have influence over her emotions, which completely terrified her. How could she trust anything about herself now? Had her earlier trust in him been influenced? It felt like a complete invasion, like she was losing the very essence of herself to a foreign entity. She didn't like any of it one bit. ' _Stay out of my head!_ '

' _ **Sorry, it can't be helped.**_ '

She didn't like that answer, either.

"Now attack my monster, use Bloodlust Slash!"

Yami smirked. "Not so fast, you've fallen into my trap card! Reveal facedown card, Sakuretsu Armor!" The facedown card suddenly flipped up, revealing the Trap Card Yami had just called out. "It destroys any attacking monster instantly."

The Shop Keeper shrugged as Peten burst into light and vanished from the field. He placed the card into his discard pile. "Makes no difference to me. I activate Peten's special ability and banish it from the graveyard. This allows me to summon a new one instantly from my hand." He placed another Peten card back on the field, and the Dark Clown Monster materialized from the shadows once again.

Yugi felt her stomach churn at the swell and release of magic. For some reason, wherever they were, it made her physically ill. Sweat beaded on her brown, but she couldn't move her hands to brush it away. Breathing remained difficult, and that strange pressure intensified the longer time drew on. Just what was wrong with her?

/-/

Yami inwardly winced at the pull of pain he felt emanating from Yugi. For some reason the Shadow Realm seemed to affect her more acutely, the strain gradually breaking apart her very soul. He needed to finish this game quickly. Why she was even forced out still remained a mystery to him, one he was _very_ displeased about.

"Tick tock, little Yami." The Shop Keeper jeered, eyes traveling up to gaze upon Yugi. "Little kitty there seems to be having a difficult time, playing in the Shadows."

Refusing to be baited he drew a card, relief coursing through him upon realizing it was a mid-level monster card. His opener had been a mere stall for time, the cards in his hand not very useful. Now things would get more interesting. This foolish man would regret ever threatening them! "I play Nanobreaker, in attack mode! Its special ability means your level 3 monster card is destroyed instantly."

"Yes, but no damage gets inflicted to my life points. What's the use in destroying my monster if you never actually _hurt_ me." The Shop Keeper shook his head, "And, with my card's special effect, I can just keep summoning it back to the field after I banish it from my graveyard. Rise again, Peten the Dark Clown!"

Yugi gasped out, another wave of pain dancing across their connection to him. He risked a look at her, concern growing. It seemed every time a new monster got summoned the flaring magic chipped away at her. It was as if the very Shadows themselves caused her pain. While he found the place uncomfortable, and the drain on his energy to summon creatures definitely had its own unique toll, he was not directly affected by the Shadows like she was. They seemed hungry for her, as if they wanted to snuff her out, like she didn't belong here with them. He didn't understand why.

He needed to figure it out, and soon.

/-/-/-/-/-/

Yes, this one took a bit longer to get out. I'm not very familiar with the actual game Duel Monsters, so I tried to find a Beta who was. Unfortunately, no one replied to me -_- So I tried throwing together the Duel scene myself by googling random crap. I apologize if my limited understanding of the card's special effects was incorrect. I am also following the rules of gameplay laid out in Season One (for now, until things get changed later like they did in Battle City), so that means only 2000 life points and no special rules for summoning high-level monsters.

On that note, if anyone familiar with the game wants to help bounce out ideas for Duel scenes, please let me know **. I am** _ **desperately**_ **trying to find someone to help me with that aspect of my story.**

As always, I love all the feedback, I read every single comment you guys send (even if they are in a different language, I use google translate to decode them hahaha!). So as always, *insert whiney plea for reviews*. They are my bread and butter! I hope you enjoyed the Chapter :)


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